Bristol-Myers Squibb Extends Tender Offer for Medarex, Inc.
NEW YORK--(BUSINESS WIRE)--Aug 20, 2009 - Bristol-Myers Squibb Company (NYSE: BMY) announced today that it has extended its previously announced cash tender offer, through its wholly-owned subsidiary, Puma Acquisition Corporation, to purchase all outstanding shares of common stock of Medarex (NASDAQ: MEDX) (“Medarex”) until 12:00 midnight (New York City time) on August 26, 2009, unless further extended. The tender offer that was originally scheduled to expire at 12:00 midnight (New York City time) on August 24, 2009 was extended, with the consent of Medarex, in connection with the parties reaching an agreement in principle to settle the legal proceedings pending in connection with the tender offer. All other terms and conditions of the tender offer remain unchanged. As previously disclosed, the condition to the tender offer relating to the expiration of the Hart-Scott-Rodino review period has been satisfied.
The depositary for the tender offer has advised Bristol-Myers Squibb that, as of 9:00 a.m. (New York City time) today, a total of approximately 11,576,506 shares of Medarex common stock were validly tendered and not validly withdrawn (none of which are subject to guaranteed delivery procedures), representing approximately 8.7% of Medarex's shares outstanding.
Upon the successful closing of the tender offer, shareholders of Medarex will receive $16.00 in cash for each share of Medarex common stock tendered in the tender offer, without interest and less any required withholding taxes.
Georgeson Inc. is acting as information agent for Bristol-Myers Squibb. J.P. Morgan Securities Inc. is serving as financial advisor to Bristol-Myers Squibb in connection with the transactions and as the dealer-manager for the tender offer.
About Bristol-Myers Squibb
Bristol-Myers Squibb is a global biopharmaceutical company whose mission is to extend and enhance human life. For more information visit www.bms.com.
Bristol-Myers Squibb Forward-Looking Statement
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 Medarex by Bristol-Myers Squibb. 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. 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, 2008, 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.
Except for the historical information presented herein, matters discussed herein may constitute forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Statements that are not historical facts, including statements preceded by, followed by, or that include the words “future”; “anticipate”; “potential”; “believe”; or similar statements are forward-looking statements. Risks and uncertainties include uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of the Medarex shareholders will tender their shares in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the possibility that a final settlement of the legal proceedings pending in connection with the tender offer will not be reached; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; as well as risks detailed from time to time in Medarex's public disclosure filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, subsequent quarterly filings on Form 10-Q and the Solicitation/Recommendation Statement filed in connection with the tender offer. The information contained in this release is as of August 20, 2009.
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Medarex. Bristol-Myers Squibb Company and Puma Acquisition Corporation have filed a tender offer statement with the SEC, and have mailed an offer to purchase, forms of letter of transmittal and related documents to Medarex shareholders. Medarex has filed with the SEC, and has mailed to Medarex shareholders, a solicitation/recommendation statement on Schedule 14D-9. These documents contain important information about the tender offer and shareholders of Medarex are urged to read them carefully.
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, New York 10038 or by calling toll-free (800) 491-3096. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents may also be obtained free of charge from Bristol-Myers Squibb by directing a request to: Corporate and Business Communications, telephone: (609) 252-3208, firstname.lastname@example.org.
Posted: August 2009
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