Bristol-Myers
Squibb Company (NYSE: BMY) (“Bristol-Myers Squibb”) announced today
that the waiting period under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended (HSR), for its tender offer for Amylin
Pharmaceuticals, Inc. (NASDAQ: AMLN) (“Amylin”) has expired.
Bristol-Myers Squibb initiated on July 10, 2012, through its
wholly-owned subsidiary B&R Acquisition Company, a cash tender offer to
purchase all outstanding shares of common stock of Amylin for $31.00 per
share.
The expiration of the HSR waiting period satisfies one of the conditions
to the tender offer, which will expire at 5:00 PM (New York City time)
on Tuesday, August 7, 2012, unless extended in accordance with the
merger agreement and the applicable rules and regulations of the SEC.
The closing of the tender offer is subject to customary terms and
conditions, including there being validly tendered a number of shares
that constitutes at least a majority of Amylin’s outstanding shares of
common stock determined on a fully-diluted basis.
Georgeson, Inc. is acting as information agent for Bristol-Myers Squibb.
Evercore Group L.L.C. and Citigroup Global Markets Inc. are serving as
financial advisers to Bristol-Myers Squibb in connection with the
acquisition and Kirkland & Ellis LLP is its legal adviser. Credit Suisse
Securities (USA) LLC and Goldman, Sachs & Co. are serving as financial
advisers to Amylin in connection with the acquisition and Skadden, Arps,
Slate, Meagher & Flom LLP is its legal adviser.
Forward Looking Statements
This press release contains "forward-looking statements" as that term
is defined in the Private Securities Litigation Reform Act of 1995,
relating to the acquisition of Amylin by Bristol-Myers Squibb and the
discovery, development and commercialization of certain biological
compounds. Such forward-looking statements are based on current
expectations and involve inherent risks and uncertainties, including
factors that could delay, divert or change any of them, and could cause
actual outcomes and results to differ materially from current
expectations. No forward-looking statement can be guaranteed. Among
other risks, there can be no guarantee that the acquisition will be
completed, or if it is completed, that it will close within the
anticipated time period or that the expected benefits of the acquisition
will be realized. The actual dilutive impact on earnings per share in
the near- and mid-term may differ from the expected impact described in
this release. In addition, the compounds described in this release are
subject to all the risks inherent in the drug development process, and
there can be no assurance that these compounds will receive regulatory
approval or be commercially successful. Forward-looking statements in
the press release should be evaluated together with the many
uncertainties that affect Bristol-Myers Squibb's business, particularly
those identified in the cautionary factors discussion in Bristol-Myers
Squibb's Annual Report on Form 10-K for the year ended December 31,
2011, its Quarterly Reports on Form 10-Q, and Current Reports on Form
8-K. Bristol-Myers Squibb undertakes no obligation to publicly update
any forward-looking statement, whether as a result of new information,
future events, or otherwise.
This press release is neither an offer to purchase nor a solicitation
of an offer to sell securities. Bristol-Myers Squibb and B&R Acquisition
Company filed with the SEC a tender offer statement on Schedule TO and
mailed an offer to purchase, forms of letter or transmittal and related
documents to Amylin stockholders. Investors and Amylin stockholders are
strongly advised to read the tender offer statement (including an offer
to purchase, letter of transmittal and related tender offer documents)
and the related solicitation/recommendation statement on Schedule 14D-9
that was by Amylin with the SEC, because they contain important
information.
These documents are available at no charge at the SEC's website at www.sec.gov.
The tender offer statement and the related materials may be obtained for
free by directing a request by mail to Georgeson, Inc., 199 Water
Street, 26th Floor, New York, NY or by calling toll-free (888) 663-7851.
In addition, a copy of the offer to purchase, letter or transmittal and
certain other related tender offer documents may also be obtained free
of charge from Bristol-Myers Squibb by directing a request to: Public
Affairs, Telephone No.: (609) 252-6579; E-Mail: jennifer.mauer@bms.com.
About Bristol-Myers Squibb
Bristol-Myers Squibb is a global biopharmaceutical company whose mission
is to discover, develop and deliver innovative medicines that help
patients prevail over serious diseases. For more information, please
visit http://www.bms.com
or follow us on Twitter at http://twitter.com/bmsnews.
Bristol-Myers SquibbMedia:Jennifer Fron Mauer, 609-252-6579Jennifer.mauer@bms.comorLaura Hortas, 609-252-4587laura.hortas@bms.comorInvestors:Timothy Power, 609-252-7509timothy.power@bms.com