Bristol-Myers Squibb Company (NYSE:BMY) and Medarex, Inc.
(NASDAQ: MEDX) announced today that the companies have signed a
definitive merger agreement providing for the acquisition of
Medarex by Bristol-Myers Squibb, for $16.00 per share in cash. The
transaction, with an aggregate purchase price of approximately $2.4
billion, has been unanimously approved by the boards of directors
of both companies. Medarex�s projected $300 million in net cash and
marketable securities at closing would be an asset acquired by
Bristol-Myers Squibb resulting in an implied purchase price of
approximately $2.1 billion.
�Medarex�s technology platform, people and pipeline provide a
strong complement to our company�s biologics strategy, specifically
in immuno-oncology,� said James M. Cornelius, chairman and chief
executive officer, Bristol-Myers Squibb. �With its productive and
proven antibody discovery capabilities, ability to generate
interesting therapeutic programs and unique set of pre-clinical and
clinical assets in development, Medarex represents what we�re
looking for in terms of our String of Pearls strategy. This
acquisition is another important step in our BioPharma
transformation.�
�We believe that this combination with Bristol-Myers Squibb, a
global leader in oncology, provides an excellent opportunity to
realize the full potential of Medarex�s development portfolio and
our UltiMAb� technology platform through a transaction which also
provides an attractive valuation for our shareholders,� said Howard
H. Pien, chairman and chief executive officer, Medarex. �Medarex
has evolved significantly over the past two decades from a research
platform to a development company. We believe that this transaction
represents a great opportunity to place our clinical programs and
technology assets in the hands of one of the world�s premier
biopharmaceutical companies with the expertise, resources,
motivation and dedication to bring innovative cancer treatment
options to patients in need.�
Bristol-Myers Squibb gains the following as a result of the
acquisition:
- Medarex�s UltiMAb Human Antibody
Development System�, which produces high affinity, fully human
antibodies for use in a broad range of therapeutic areas, including
immunology and oncology. This validated technology platform has
produced compounds which are now currently marketed therapies
(SIMPONI�, STELARA� and ILARIS�).
- Medarex�s next-generation
Antibody-Drug Conjugate (ADC) technology, which is a novel and
proprietary platform that could open new fields in oncology drug
development.
- Rights to seven antibodies in
clinical trials under Medarex�s sole sponsorship and three other
antibodies being co-developed with other partners. Rights to
pre-clinical assets in various stages of development by Medarex --
in particular, monoclonal antibodies focused in oncology and
immunology.
- Full ownership and rights to
ipilimumab, which, if approved, could be an important contributor
to Bristol-Myers Squibb�s future growth. The companies have
collaborated on the development of ipilimumab, a novel
immunotherapy currently in Phase III development for the treatment
of metastatic melanoma. The companies also have an ongoing Phase II
study in lung cancer as well as Phase III studies in adjuvant
melanoma and hormone-refractory prostate cancer.
- Royalties based on percentage of
sales for SIMPONI�, STELARA� and ILARIS�.
�We welcome the opportunity to further collaborate with the
Medarex scientific leadership,� said Elliott Sigal, M.D., Ph.D.,
executive vice president and president, research and development at
Bristol-Myers Squibb. �In addition to our Adnexus team, which has
been expanded since it was acquired in 2007, Medarex scientists
will help us create an industry-leading biologics capability. We
believe Medarex�s antibody generation expertise, located in
California and New Jersey, will complement our existing biologics
efforts with a dedicated discovery and development capability in
immuno-oncology.�
Under the terms of the definitive merger agreement,
Bristol-Myers Squibb will commence a cash tender offer on or about
July 27, 2009 to purchase all of the outstanding shares of Medarex
common stock for $16.00 per share in cash. The closing of the
tender offer is subject to customary terms and conditions,
including the tender of a number of shares that, together with the
number of shares already owned by Bristol-Myers Squibb, constitutes
at least a majority of Medarex�s outstanding shares of common stock
(on a fully diluted basis) and expiration or termination of the
waiting period under the Hart Scott Rodino Antitrust Improvement
Act. The agreement also provides for the parties to effect, subject
to customary conditions, a merger to be completed following the
completion of the tender offer which would result in all shares not
tendered in the tender offer being converted into the right to
received $16.00 per share in cash. The merger agreement contains a
provision under which Medarex has agreed not to solicit any
competing offers for the company. Bristol-Myers Squibb will finance
the acquisition from its existing cash resources. The companies
expect the tender offer to close in approximately thirty (30) days
after commencement of the tender offer.
JPMorgan Securities, Inc. is serving as financial advisor to
Bristol-Myers Squibb in connection with the acquisition, and
Bristol-Myers Squibb is represented by Cravath, Swaine & Moore
LLP, New York, New York. Goldman, Sachs & Co. is serving as
financial advisor to Medarex in connection with the acquisition,
and Medarex is represented by Covington & Burling LLP, New
York, New York.
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"
relating to the acquisition of Medarex 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. 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 the development of these compounds will 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,
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.
About Medarex
Medarex is a biopharmaceutical company focused on the discovery,
development and potential commercialization of fully human
antibody-based therapeutics to treat life-threatening and
debilitating diseases, including cancer, inflammation, autoimmune
disorders and infectious diseases. Medarex applies its UltiMAb�
technology and product development and clinical manufacturing
experience to generate, support and potentially commercialize a
broad range of fully human antibody product candidates for itself
and its partners. Over forty of these therapeutic product
candidates derived from Medarex technology are in human clinical
testing or have had INDs submitted for such trials, with the most
advanced product candidates currently in Phase III clinical trials,
the subject of regulatory applications for marketing authorization
or approved for commercial sale. Medarex is committed to building
value by developing a diverse pipeline of antibody products to
address the world�s unmet healthcare needs. For more information
about Medarex, visit its website at www.medarex.com.
Statement on Cautionary Factors
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 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 U.S. Securities and Exchange Commission
(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 to be filed in
connection with the tender offer. The information contained in this
release is as of July 22, 2009. Medarex disclaims any intent or
obligation to update any forward-looking statements as a result of
developments occurring after the period covered by this report or
otherwise. Copies of Medarex�s public disclosure filings are
available from its investor relations department.
Additional Information
The tender offer described in this release has not yet
commenced, and this release is neither an offer to purchase nor a
solicitation of an offer to sell securities. At the time the tender
offer is commenced, Bristol-Myers Squibb will cause a new wholly
owned subsidiary, Puma Acquisition Corporation, to file a tender
offer statement on Schedule TO with the U.S. Securities and
Exchange Commission (SEC). Investors and Medarex shareholders 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 will be filed by Medarex with the SEC, because
they will contain important information. These documents will be
available at no charge on the SEC's website at www.sec.gov. In
addition, a copy of the offer to purchase, letter of transmittal
and certain other related tender offer documents (once they become
available) may be obtained free of charge by directing a request to
Bristol-Myers Squibb at www.bms.com or Office of the Corporate
Secretary, 345 Park Avenue, New York, New York 10154-0037. A copy
of the tender offer statement and the solicitation/recommendation
statement will be made available to all shareholders of Medarex,
Inc. free of charge at www.medarex.com or by contacting Medarex,
Inc. at 707 State Road, Princeton, New Jersey 08540,
609-430-2880.
Medarex�, the Medarex logo, UltiMAb Human Antibody Development
System� and UltiMAb� are registered trademarks of Medarex, Inc. All
rights are reserved.
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