Bristol-Myers Squibb Begins Tender Offer to Acquire Kosan Biosciences Inc.
30 5월 2008 - 3:20AM
Business Wire
Bristol-Myers Squibb Company (NYSE: BMY) is commencing today,
through its wholly owned subsidiary KB Acquisition Corp., a cash
tender offer to purchase all outstanding shares of common stock of
Kosan Biosciences Inc. (NASDAQ: KOSN). Bristol-Myers Squibb
reported earlier today its intent to acquire Kosan. Upon the
successful closing of the tender offer, shareholders of Kosan will
receive $5.50 in cash for each share of Kosan common stock tendered
in the offer, less any required withholding taxes. Following the
purchase of shares in the tender offer, Kosan will become a
subsidiary of Bristol-Myers Squibb. Bristol-Myers Squibb will file
today with the Securities and Exchange Commission a tender offer
statement on Schedule TO that provides the terms of the tender
offer. Kosan will file today with the SEC a
solicitation/recommendation statement on Schedule 14D-9 that
includes the recommendation of Kosan�s board of directors that
Kosan shareholders accept the tender offer and tender their shares
to Bristol-Myers Squibb. As previously announced, Kosan�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 Kosan and
it shareholders. The tender offer will expire at 12:00 midnight
(New York City time) on Wednesday, June 25, 2008, unless extended
in accordance with the merger agreement and the applicable rules
and regulations of the SEC. The offer will be subject to customary
conditions, including customary regulatory clearances and the
acquisition by Bristol-Myers Squibb of a majority of Kosan�s shares
on a fully diluted basis. D.F. King & Co., Inc. is acting as
information agent for Bristol-Myers Squibb. Credit Suisse
Securities (USA) LLC is serving as financial advisor to
Bristol-Myers Squibb in connection with the transactions and will
be the dealer-manager for the tender offer. Lazard Fr�res & Co.
LLC is serving as financial advisors to Kosan in connection with
the transactions. Cravath, Swaine & Moore LLP is acting as
legal counsel to Bristol-Myers Squibb. This press release contains
"forward-looking statements" as that term is defined in the Private
Securities Litigation Reform Act of 1995, relating to the
acquisition of Kosan by Bristol-Myers Squibb Company and the
discovery, development and commercialization of certain anticancer
agents. 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. Among other risks, there can be no guarantee that the
acquisition described in this release will receive all necessary
regulatory approvals, that the acquisition will be completed, or if
it is completed, that it will close by the timelines described in
this release. In addition, the compounds described in this release
are subject to all the risks inherent in the drug development
process, and there can be no assurance that the development of
these compounds will be successful, that it will ultimately receive
regulatory approval, or that if it receives such approvals, that
these compounds will be commercially successful. Forward-looking
statements in the press release 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, 2007, its Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K. Bristol-Myers Squibb undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events, or
otherwise. This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of Kosan. Bristol-Myers
Squibb Company and KB Acquisition Corp. will file a tender offer
statement with the Securities and Exchange Commission, and will
mail an offer to purchase, forms of letter or transmittal and
related documents to Kosan shareholders. Kosan will file with the
Securities and Exchange Commission, and will mail to Kosan
shareholders a solicitation/recommendation statement on Schedule
14D-9. These documents contain important information about the
tender offer and stockholders of Kosan are urged to read them
carefully when they become available. These documents will be
available at no charge at the SEC�s website at www.sec.gov. The
tender offer statement and the related materials may be obtained
for free by directing a request by mail to D.F. King & Co.,
Inc., 48 Wall Street, New York, New York 10005 or by calling
toll-free (888) 605-1958, and may also be obtained from
Bristol-Myers Squibb by directing a request to: Bristol-Myers
Squibb Company Corporate and Business Communications Phone:
609-252-6579 jennifer.mauer@bms.com
Kosan Biosciences (MM) (NASDAQ:KOSN)
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Kosan Biosciences (MM) (NASDAQ:KOSN)
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부터 9월(9) 2023 으로 9월(9) 2024