Bristol-Myers
Squibb Company (NYSE: BMY) is commencing today, through its wholly
owned subsidiary B&R Acquisition Company, a cash tender offer to
purchase all outstanding shares of common stock of Amylin
Pharmaceuticals, Inc. (NASDAQ: AMLN). Bristol-Myers Squibb announced
on Friday, June 29, 2012, its intent to acquire Amylin.
Upon the successful closing of the tender offer, stockholders of Amylin
will receive $31.00 in cash for each share of Amylin common stock
validly tendered and not validly withdrawn in the offer, without
interest and less any applicable withholding taxes. Following the
purchase of shares in the tender offer, Amylin will become a subsidiary
of Bristol-Myers Squibb.
Bristol-Myers Squibb will file today with the U.S. Securities and
Exchange Commission (SEC) a tender offer statement on Schedule TO which
provides the terms of the tender offer. Additionally, Amylin will file
with the SEC a solicitation/recommendation statement on Schedule 14D-9
that includes the recommendation of the Amylin board of directors that
Amylin stockholders accept the tender offer and tender their shares. As
previously announced, the Amylin board of directors has determined that
the merger agreement entered into by Bristol-Myers Squibb, B&R
Acquisition Company and Amylin on June 29, 2012, and its related
transactions including the tender offer, are advisable, fair to and in
the best interests of Amylin and its stockholders.
The tender offer will expire at 5:00 PM (New York City time) on Tuesday,
August 7, 2012, unless extended in accordance with the merger agreement
and the applicable rules and regulations of the SEC. The closing of the
tender offer is subject to customary terms and conditions, including
there being validly tendered a number of shares that constitutes at
least a majority of Amylin's outstanding shares of common stock
determined on a fully-diluted basis, and the expiration, or the
termination of the waiting period, under the Hart-Scott-Rodino Antitrust
Improvements Act.