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BRISTOL MYERS SQUIBB CO 8-K Report, Material Agreement (Jul 3, 2012)

Filed July 3, 2012For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) has filed an 8-K report on July 2, 2012, announcing a material definitive agreement to acquire Amylin Pharmaceuticals, Inc. The acquisition will be executed through a tender offer by B&R Acquisition Company, a subsidiary of BMY, to purchase all outstanding shares of Amylin for $31.00 per share in cash. This move signifies a significant strategic expansion for Bristol-Myers Squibb, aiming to enhance its product portfolio and market position. The deal includes a merger agreement with specified terms for both the tender offer and a subsequent merger if certain conditions, including a minimum tender threshold, are met. Key Amylin management have entered into tender and support agreements, indicating their support for the transaction. The filing also details provisions for a potential "short-form" merger and includes customary representations, warranties, and termination clauses. Notably, Bristol-Myers Squibb will assume Amylin's revenue-sharing obligations with Eli Lilly and Company related to past agreements.

Key Highlights

  • 1Bristol-Myers Squibb (BMY) to acquire Amylin Pharmaceuticals, Inc. in an all-cash transaction.
  • 2The offer price is $31.00 per share for all outstanding shares of Amylin common stock.
  • 3The acquisition will be conducted via a tender offer by BMY's subsidiary, B&R Acquisition Company.
  • 4Key Amylin executives have entered into Tender and Support Agreements, showing support for the deal.
  • 5BMY will assume Amylin's revenue-sharing obligations related to an agreement with Eli Lilly and Company.
  • 6A collaboration agreement with AstraZeneca regarding Amylin's product portfolio is planned post-acquisition.
  • 7AstraZeneca will make a significant cash payment of approximately $3.4 billion to Amylin (now a BMY subsidiary) upon completion of the collaboration.

Frequently Asked Questions

This 8-K filing announces Bristol-Myers Squibb's entry into a material definitive agreement to acquire Amylin Pharmaceuticals, Inc. It details the terms of the proposed acquisition, including the offer price and the structure of the transaction through a tender offer and subsequent merger.

The acquisition values Amylin Pharmaceuticals, Inc. at $31.00 per share in cash. The total financial value would depend on the total number of outstanding shares of Amylin at the time of the transaction's close.

Bristol-Myers Squibb will assume Amylin's obligations under a Settlement and Termination Agreement with Eli Lilly and Company, which includes a revenue-sharing arrangement and related promissory notes and security agreements.

Following the acquisition's completion, Bristol-Myers Squibb and AstraZeneca will enter into collaboration arrangements for the development and commercialization of Amylin's product portfolio. AstraZeneca is expected to make a payment of approximately $3.4 billion in cash to Amylin (as a BMY subsidiary) in connection with this collaboration.