Bristol Myers Squibb Announces Expiration of RayzeBio Tender Offer
February 23 2024 - 6:59AM
Business Wire
Bristol Myers Squibb (NYSE: BMY) today announced that its
previously announced tender offer (the “Offer”) to acquire all of
the outstanding shares of RayzeBio, Inc. (Nasdaq: RYZB) 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 (the “Expiration Time”).
Equiniti Trust Company, the depositary for the Offer, has
advised that, as of the Expiration Time, approximately 53,052,499
shares of RazyeBio common stock were validly tendered and not
validly withdrawn pursuant to the Offer, representing approximately
86% of the issued and outstanding shares of RayzeBio common stock
at the Expiration Time.
The parties expect the transaction to close on February 26,
2024, promptly following the acceptance of all shares of common
stock validly tendered and not validly withdrawn pursuant to the
Offer.
RayzeBio stockholders can direct questions regarding the Offer
to Georgeson LLC, the information agent for the Offer, toll free at
1-888-815-8542 or by email at rayzebio@georgeson.com.
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.
Additional Information about the Tender Offer and Where to
Find It
This document is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell any
shares of the common stock of RayzeBio or any other securities, nor
is it a substitute for the tender offer materials described herein.
At the time the tender offer was commenced, a tender offer
statement on Schedule TO, including an offer to purchase, a letter
of transmittal and related documents, was filed by Bristol Myers
Squibb and Rudolph Merger Sub Inc., a wholly owned indirect
subsidiary of Bristol Myers Squibb, with the SEC, and a
solicitation/recommendation statement on Schedule 14D-9 was filed
by RayzeBio with the U.S. Securities and Exchange Commission, or
the SEC. The offer to purchase shares of RayzeBio common stock is
being made only pursuant to the offer to purchase, the letter of
transmittal and related documents filed as a part of the Schedule
TO.
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH
THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE
LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING
THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS
SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING
THEIR SECURITIES.
Investors and security holders may obtain a free copy of the
offer to purchase, the related letter of transmittal, certain other
tender offer documents and the solicitation/recommendation
statement, and other documents filed with the SEC on the SEC’s
website at www.sec.gov or by directing such requests to the
information agent for the offer, who is named in the tender offer
statement. The offer to purchase and related tender offer documents
may also be obtained for free on Bristol Myers Squibb’s website at
www.bms.com/investors. In addition, Bristol Myers Squibb and
RayzeBio each files annual, quarterly and current reports and other
information with the SEC, which are also available to the public at
no charge at www.sec.gov.
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) timing of the closing of the merger, (ii) the
risk that the expected benefits or synergies of the acquisition
will not be realized, including with respect to RayzeBio’s pipeline
of RPTs, (iii) risks associated with legal proceedings instituted
related to the merger agreement, and (iv) unanticipated
difficulties or expenditures relating to the proposed transaction,
the response of business partners and competitors to the
consummation of the proposed transaction and/or potential
difficulties in employee retention as a result of the consummation
of the proposed 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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