Bristol-Myers Squibb Completes Tender Offer for Medarex, Inc.
01 9월 2009 - 9:10PM
Business Wire
Bristol-Myers Squibb Company (NYSE: BMY) announced today that
the depositary for its tender offer for all the outstanding common
stock of Medarex has advised that, as of the expiration of the
subsequent offering period, shareholders of Medarex, Inc. (NASDAQ:
MEDX) (“Medarex”) tendered approximately 120,417,467 shares,
representing, together with the 2,879,223 shares of Medarex common
stock owned by Bristol-Myers Squibb since January 2005,
approximately 90.7% of the Medarex shares outstanding.
According to the terms of the tender offer, all shares that were
validly tendered have been accepted for payment. The subsequent
offering period expired at midnight (New York City time) on August
31, 2009, and was not extended. Bristol-Myers Squibb intends to
complete the acquisition of Medarex through what is known as a
“short-form merger,” that is, without a vote or meeting of
Medarex’s remaining shareholders. 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. The merger is expected to
occur on or about September 1, 2009. Following the merger, Medarex
will become a wholly-owned subsidiary of Bristol-Myers Squibb, and
Medarex’s common stock will no longer list on NASDAQ.
About Bristol-Myers Squibb
Bristol-Myers Squibb is a global biopharmaceutical company whose
mission is to extend and enhance human life. For more information,
visit: www.bms.com.
Forward-Looking Statements
Certain statements contained in this press release may
constitute "forward-looking statements". All statements in this
press release, other than those relating to historical information
or current condition, are forward-looking statements. 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 will be
completed, or if it is completed, that it will close within the
anticipated time period. 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,
2008, 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.
Except for the historical information presented herein, matters
discussed herein may constitute forward-looking statements that are
subject to certain risks and uncertainties that could cause actual
results to differ materially from any future results, performance
or achievements expressed or implied by such statements. Statements
that are not historical facts, including statements preceded by,
followed by, or that include the words “future”; “anticipate”;
“potential”; “believe”; or similar statements are forward-looking
statements. Risks and uncertainties include uncertainties as to the
timing of the merger; the possibility that various closing
conditions for the transaction may not be satisfied or waived; the
effects of disruption from the transaction making it more difficult
to maintain relationships with employees, licensees, other business
partners or governmental entities; as well as risks detailed from
time to time in Medarex’s public disclosure filings with the SEC,
including its Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, subsequent quarterly filings on Form 10-Q and
the Solicitation/Recommendation Statement filed in connection with
the tender offer. The information contained in this release is as
of August 31, 2009.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of Medarex.
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