Bristol-Myers Squibb Completes Initial Tender Offer For Medarex

Published: 27-Aug-2009

87.7% of shares tendered, company declares subsequent offering period

Bristol-Myers Squibb has reported that the initial tender offer for all outstanding shares of common stock of Medarex has expired on August 26, 2009, and was not extended. The transaction was carried forward by its wholly-owned subsidiary, Puma Acquisition.

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, representing approximately 87.7% of the Medarex shares outstanding.

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 its 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 on 27 August 2009 and on August 31, 2009, unless extended.

During the 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.

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.

However, 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.

Additionally, if the company 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.

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