(Source: Business Wire)
Bristol-Myers Squibb Company (NYSE:BMY) is commencing today, through its wholly owned subsidiary Puma Acquisition Corporation, a cash tender offer to purchase all outstanding shares of common stock of Medarex, Inc. (NASDAQ:MEDX). Bristol-Myers Squibb announced on Wednesday, July 22 its intent to acquire Medarex.
Upon the successful closing of the tender offer, shareholders of Medarex will receive $16.00 in cash for each share of Medarex common stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes. Following the purchase of shares in the tender offer, Medarex will become a subsidiary of Bristol-Myers Squibb.
Bristol-Myers Squibb will file today with the Securities and Exchange Commission (SEC) a tender offer statement on ScheduleTO that provides the terms of the tender offer. Medarex will file today with the SEC a solicitation/recommendation statement on Schedule14D-9 that includes the recommendation of the Medarex board of directors that Medarex shareholders accept the tender offer and tender their shares to Bristol-Myers Squibb. As previously announced, Medarex's board of directors has unanimously concluded that the merger agreement and its related transactions (including the tender offer and the merger) are advisable, fair, and in the best interests of Medarex and its shareholders that are unaffiliated with Bristol-Myers Squibb.
The tender offer will expire at 12:00 midnight (New York City time) on Monday, August 24, 2009, 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 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.
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 will be the dealer-manager for the tender offer. Cravath, Swaine& MooreLLP is acting as legal counsel to Bristol-Myers Squibb. Goldman, Sachs & Co. is serving as financial advisor to Medarex in connection with the transactions and Medarex is represented by Covington & Burling LLP.
