Bristol-Myers
Squibb Company (NYSE: BMY) announced today the successful completion
of the tender offer by Bristol-Myers Squibb Company (“Bristol-Myers
Squibb”) through its wholly owned subsidiary, B&R Acquisition Company,
for all of the outstanding shares of common stock of Amylin
Pharmaceuticals, Inc. (NASDAQ: AMLN) (“Amylin”) at a purchase price
of $31.00 per share. As of the expiration of the offer, 140,550,153
shares of common stock of Amylin were validly tendered and not withdrawn
in the tender offer. All of such shares have been accepted for payment
in accordance with the terms of the tender offer. The tender offer
expired at 5:00 p.m., New York City time, on August 7, 2012. As a result
of the tender offer, Bristol-Myers Squibb now owns, together with its
subsidiaries, approximately 85.55% of the outstanding shares of Amylin.
As part of the successful completion of the tender offer, Bristol-Myers
Squibb has exercised its right, granted under the merger agreement with
Amylin pursuant to which the tender offer was made, to purchase
additional shares from Amylin which will allow Bristol-Myers Squibb to
complete and close the merger and acquisition of Amylin today without
stockholder approval. Upon completion of the merger, Amylin will become
a wholly-owned subsidiary of Bristol-Myers Squibb. All outstanding
shares of common stock of Amylin, other than shares held by
Bristol-Myers Squibb, B&R Acquisition Company or Amylin in treasury or
shares held by Amylin’s stockholders who are entitled to and properly
exercise appraisal rights under Delaware law, will be canceled and
converted into the right to receive cash equal to the $31.00 offer price
per share without interest thereon and less any applicable withholding
taxes. In addition, upon completion of the merger, the common stock of
Amylin will cease to be traded on the NASDAQ Stock Market.
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 advisors to Bristol-Myers Squibb in connection with the
transactions and CitiGroup Global Markets Inc. is acting as the
dealer-manager for the tender offer. Kirkland & Ellis LLP is acting as
legal counsel to Bristol-Myers Squibb. Credit Suisse Securities (USA)
LLC and Goldman, Sachs & Co. are serving as financial advisors to Amylin
in connection with the transactions and Amylin is represented by
Skadden, Arps, Slate, Meagher & Flom LLP.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell shares of Amylin.
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 www.bms.com
or follow us on Twitter at http://twitter.com/bmsnews.
