Dec 18 2009
Bristol-Myers
Squibb Company (NYSE: BMY) and Mead Johnson Nutrition Company (NYSE:
MJN) announced today that based on preliminary results the offer by
Bristol-Myers Squibb to exchange up to 170,000,000 shares of common
stock of Mead Johnson for outstanding shares of Bristol-Myers Squibb
common stock that are validly tendered and not validly withdrawn was
oversubscribed. The exchange offer expired at 12:00 midnight, New York
City time, on December 17, 2009.
Based on a preliminary count by the exchange agent, BNY Mellon
Shareowner Services, 500,547,697 shares of Bristol-Myers Squibb common
stock were tendered for exchange, including 151,886,808 shares that were
tendered by notice of guaranteed delivery. Because the exchange offer is
oversubscribed, Bristol-Myers Squibb will accept only a portion of the
shares of Bristol-Myers Squibb common stock that were validly tendered
and not validly withdrawn, on a pro rata basis in proportion to the
number of shares tendered. Bristol-Myers Squibb will accept for exchange
269,285,601 shares of Bristol-Myers Squibb common stock in exchange for
the 170,000,000 shares of Mead Johnson common stock owned by
Bristol-Myers Squibb. Stockholders who owned less than 100 shares of
Bristol-Myers Squibb common stock, or an “odd-lot”, who have validly
tendered all of their shares and made the appropriate election will not
be subject to proration, in accordance with the terms of the exchange
offer.
Based on the preliminary results, if all shares tendered by notice of
guaranteed delivery are delivered under the terms of the exchange offer,
the estimated preliminary proration factor applied to tendered shares of
Bristol-Myers Squibb common stock subject to proration is 53.78%. The
estimated preliminary proration factor is subject to change.
Bristol-Myers Squibb and Mead Johnson expect to announce the final
results of the exchange offer, including the final proration factor, on
Wednesday, December 23, 2009.
Shares of Mead Johnson common stock to be distributed in the exchange
offer will be credited to accounts of tendering stockholders by the
exchange agent promptly after the final results of the exchange offer
are announced. Checks in lieu of fractional shares of Mead Johnson
common stock will be delivered after the exchange agent has aggregated
all fractional shares and sold them in the open market. In addition,
shares of Bristol-Myers Squibb common stock tendered but not accepted
for exchange are expected to be returned promptly after the final
results of the exchange offer are announced.
Stockholders who tendered their shares by means of a notice of
guaranteed delivery before expiration of the offer must deliver the
related shares to the exchange agent by 5:00 p.m., New York City time,
on Tuesday, December 22, 2009.
Source Bristol-Myers Squibb
Experts propose a set of nutrition competencies for medical students and physician trainees