Bristol-Myers Squibb Company (NYSE: BMY) and Mead Johnson Nutrition Company (NYSE: MJN) announced today the final results of 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of Mead Johnson for outstanding shares of Bristol-Myers Squibb common stock that were validly tendered and not validly withdrawn.
The offer expired at 12:00 midnight, New York City time, on December 17, 2009. Under the terms of the offer, Bristol-Myers Squibb accepted 269,285,601 shares of Bristol-Myers Squibb common stock in exchange for 170,000,000 shares of Mead Johnson common stock owned by Bristol-Myers Squibb.
Each share of Bristol-Myers Squibb common stock accepted for exchange by Bristol-Myers Squibb was exchanged for 0.6313 shares of Mead Johnson common stock. Any fractional shares of Mead Johnson common stock will be aggregated and sold, and the net cash proceeds will be distributed to tendering stockholders with fractional interests.
Because the offer was oversubscribed, Bristol-Myers Squibb accepted tendered shares on a pro rata basis in proportion to the number of shares tendered. Stockholders who owned less than 100 shares of Bristol-Myers Squibb common stock, or an “odd-lot”, who validly tendered all of their shares, could elect not to be subject to proration in accordance with the terms of the exchange offer. All shares tendered by eligible electing odd-lot stockholders have been accepted. The final proration factor of 53.8954842% was applied to all other tendered shares of Bristol-Myers Squibb common stock to determine the number of such shares that would be accepted from each tendering stockholder.
Based on the final count by the exchange agent, BNY Mellon Shareowner Services, the results of the exchange offer are as follows:
The exchange agent is expected to deliver shares of Mead Johnson common stock as follows: (1) with respect to shares tendered through the Depository Trust Company, to the account of DTC on December 23, 2009, so that DTC can credit the relevant DTC participant (and such participant can credit its respective account holders promptly thereafter) and (2) with respect to shares tendered outside DTC, to direct registered accounts of the respective holders by December 29, 2009. The exchange agent is expected to mail or deliver checks in lieu of a fractional share of Mead Johnson common stock thereafter.
Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated are serving as the dealer managers for the exchange offer.
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