Bristol Myers Squibb Completes Acquisition of RayzeBio, Adding Differentiated Actinium-Based Radiopharmaceutical Platform
26 Febrero 2024 - 7:35AM
Business Wire
Adds RYZ101, an IND Engine and Manufacturing
Capability, to BMS
Bristol Myers Squibb (NYSE: BMY) announced today that it has
successfully completed its acquisition of RayzeBio, Inc. (NASDAQ:
RYZB). With the completion of the acquisition, RayzeBio shares have
ceased trading on the NASDAQ Global Market and RayzeBio is now a
wholly owned subsidiary of Bristol Myers Squibb.
“We are excited to complete this transaction, which adds
radiopharmaceutical therapeutics (RPTs), one of the fastest-growing
new modalities for treating patients with solid tumors,” said Chris
Boerner, Ph.D., Chief Executive Officer, Bristol Myers Squibb. “By
strengthening and further diversifying our oncology pipeline beyond
I-O, we will unlock exciting opportunities that support BMS’s
growth in the back half of the decade and beyond. RayzeBio is a
pioneer in the application of this novel modality, and we look
forward to working with their talented team to accelerate their
preclinical and clinical programs for the benefit of patients
around the world.”
This transaction brings a promising pipeline of RPTs to Bristol
Myers Squibb, including RayzeBio’s lead program RYZ101
(225Ac-DOTATATE), which targets somatostatin receptor 2 (SSTR2),
over-expressed in GEP-NETs and extensive stage small cell lung
cancer (ES-SCLC). A Phase 3 clinical trial is currently enrolling
patients to evaluate RYZ101 in patients with SSTR-positive GEP-NETs
who have previously been treated with lutetium-177 based
somatostatin therapies. RayzeBio previously reported the interim
results of the Phase 1b portion of the ACTION-1 clinical trial,
suggesting encouraging efficacy and tolerability. A Phase 1b
clinical trial is also currently enrolling patients to evaluate
RYZ101 as a first-line treatment of ES-SCLC in combination with
standard-of-care therapy. The platform has the potential to be a
significant IND engine to generate a number of candidates and comes
with a state-of-the-art RPT manufacturing facility, which is
expected to begin operating in the first half of 2024.
Bristol Myers Squibb’s previously announced tender offer to
acquire all of the outstanding shares of RayzeBio common stock for
a purchase price of $62.50 per share in cash, or approximately $4.1
billion, expired at one minute after 11:59 p.m., Eastern Time on
February 22, 2024. Approximately 53,052,499 shares of RayzeBio
common stock were validly tendered, and not validly withdrawn from
the tender offer, representing approximately 86% of RayzeBio’s
issued and outstanding shares of common stock. In accordance with
the terms of the tender offer, all shares that were validly
tendered and not validly withdrawn have been accepted for payment
and Bristol Myers Squibb expects to promptly pay for all such
shares.
Following completion of the tender offer, Bristol Myers Squibb
completed the acquisition of RayzeBio through the merger of its
wholly owned subsidiary Rudolph Merger Sub Inc. with and into
RayzeBio, without a vote of RayzeBio’s stockholders pursuant to
Section 251(h) of the General Corporation Law of the State of
Delaware. As a result of the merger, each share of common stock of
RayzeBio issued and outstanding and not tendered in the tender
offer was converted into the right to receive an amount in cash
equal to $62.50, without interest and less any required withholding
taxes, the same price offered in the tender offer.
RayzeBio stockholders can direct questions regarding the tender
offer to Georgeson LLC, the information agent for the tender offer,
toll free at 1-888-815-8542 or by email at
rayzebio@georgeson.com.
Advisors
BofA Securities, Inc., is serving as financial advisor to
Bristol Myers Squibb, and Covington & Burling LLP is serving as
legal counsel. Centerview Partners LLC is serving as financial
advisor to RayzeBio, and Cooley LLP is serving as legal
counsel.
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 about Bristol Myers Squibb, visit us at BMS.com or
follow us on LinkedIn, Twitter, YouTube, Facebook, and
Instagram.
Cautionary Statement Regarding Forward
Looking-Statements
This communication contains “forward-looking statements”
regarding, among other things, the acquisition of RayzeBio by
Bristol Myers Squibb. These statements may be identified by the
fact they use words such as “should,” “could,” “expect,”
“anticipate,” “estimate,” “target,” “may,” “project,” “guidance,”
“intend,” “plan,” “believe,” “will” and other words and terms of
similar meaning and expression in connection with any discussion of
future operating or financial performance, although not all
forward-looking statements contain such terms. All statements that
are not statements of historical facts are, or may be deemed to be,
forward-looking statements. These statements are only predictions,
and 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. Actual results may differ materially from current
expectations because of numerous risks and uncertainties including
with respect to (i) the risk that the expected benefits or
synergies of the acquisition will not be realized, including with
respect to RayzeBio’s pipeline of RPTs, (ii) risks associated with
legal proceedings instituted related to the merger agreement, and
(iii) unanticipated difficulties or expenditures relating to the
transaction, the response of business partners and competitors to
the consummation of the transaction and/or potential difficulties
in employee retention as a result of the consummation of the
transaction. Forward-looking statements in this communication
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,
2023 and its subsequent Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K and other documents that may be filed by
Bristol Myers Squibb from time to time with the U.S. Securities and
Exchange Commission. Bristol Myers Squibb does not undertake any
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law. The forward-looking statements made in
this communication relate only to events as of the date on which
the statements are made.
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