Bristol-Myers Squibb Completes Initial Tender Offer for Medarex, Inc. with 87.7% of Shares Tendered
Bristol-Myers Squibb Company announced that the initial tender offer, through its wholly owned subsidiary, Puma Acquisition Corporation, for all outstanding shares of common stock of Medarex, Inc. expired at midnight (New York City time) on August 26, 2009, and was not extended.
The depositary for the tender offer has advised Bristol-Myers Squibb that, as of the expiration of the initial tender offer, shareholders of Medarex tendered approximately 119,012,034 shares of Medarex common stock (including approximately 9,146,328 shares subject to guaranteed delivery procedures), representing approximately 87.7% of the Medarex shares outstanding. According to the terms of the tender offer, shares that were validly tendered and not validly withdrawn have been accepted for payment. The tendered shares that have been accepted for payment are in addition to the 2,879,223 shares of Medarex common stock, representing approximately 2.1% of the Medarex shares outstanding, that Bristol-Myers Squibb has owned since January 2005.
Bristol-Myers Squibb is providing for a subsequent offering period to acquire all the remaining Medarex shares outstanding, which begins today at 9:00 a.m., New York City time, and expires at midnight, New York City time, on Monday, August 31, 2009, unless extended. During this subsequent offering period, shares of Medarex common stock will be immediately accepted and promptly paid for as they are tendered. The same per share consideration paid during the initial offering period will be paid during the subsequent offering period. Shares of Medarex common stock tendered during the subsequent offering period cannot be delivered by the guaranteed delivery procedure and may not be withdrawn. The subsequent offering period enables holders of Medarex shares who did not tender during the initial offering period to participate in the offer and receive the offer price on an expedited basis rather than waiting to receive payment until the completion of the merger described below.
Following the expiration of the subsequent offering period, Bristol-Myers Squibb will complete the acquisition of Medarex through a second-step merger, pursuant to the terms of the merger agreement. In the merger, each of the remaining shares of Medarex common stock will be converted into the right to receive $16.00 per share, in cash, without interest and less any required withholding taxes, which is the same amount per share which was paid in the tender offer. If, following the expiration of the subsequent offering period, Bristol-Myers Squibb owns at least 90% of the Medarex shares outstanding, it is expected that a "short-form merger" will occur as soon as practicable following the expiration of the subsequent offering period. If Bristol-Myers Squibb owns fewer than 90% of the Medarex shares outstanding following the expiration of the subsequent offering period, it is expected that a "long-form merger" will be completed as soon as practicable in the fourth quarter of 2009.
Following the second-step merger, Medarex will become a wholly-owned subsidiary of Bristol-Myers Squibb, and Medarex’s common stock will no longer list on NASDAQ.
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