Key Developments For Medarex, Inc.
Bristol-Myers Squibb Co. Completes Acquisition Of Medarex, Inc.
Bristol-Myers Squibb Co. announced that it has completed its previously announced $2.4 billion acquisition of Medarex, Inc. As a result of the transaction, Medarex has become a wholly owned subsidiary of Bristol-Myers Squibb. Bristol-Myers Squibb acquired all of the remaining outstanding shares of Medarex common stock by means of a 'short form merger' in which all such shares were converted into the right to receive $16.00 per share, in cash and without interest, less any required withholding taxes.
Bristol-Myers Squibb Co. Completes Tender Offer For Medarex, Inc.
Bristol-Myers Squibb Co. announced that the depositary for its tender offer for all the outstanding common stock of Medarex, Inc. has advised that, as of the expiration of the subsequent offering period, shareholders of 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.
Bristol-Myers Squibb Co.'s Subsidiary Completes Initial Tender Offer For Medarex, Inc.; Announces Subsequent Offering Period
Bristol-Myers Squibb Co. announced that the initial tender offer, through its wholly owned subsidiary, Puma Acquisition Corporation, for all outstanding shares of common stock of Medarex, Inc. expired at midnight (New York City time) on August 26, 2009, and was not extended. The depositary for the tender offer has advised Bristol-Myers Squibb that, as of the expiration of the initial tender offer, shareholders of Medarex tendered approximately 119,012,034 shares of Medarex common stock, representing approximately 87.7% of the Medarex shares outstanding. According to the terms of the tender offer, shares that were validly tendered and not validly withdrawn have been accepted for payment. The tendered shares that have been accepted for payment are in addition to the 2,879,223 shares of Medarex common stock, representing approximately 2.1% of the Medarex shares outstanding, that Bristol-Myers Squibb has owned since January 2005. Bristol-Myers Squibb is providing for a subsequent offering period to acquire all the remaining Medarex shares outstanding, which begins today at 9:00 a.m., New York City time, and expires at midnight, New York City time, on August 31, 2009, unless extended. If Bristol-Myers Squibb owns fewer than 90% of the Medarex shares outstanding following the expiration of the subsequent offering period, it is expected that a 'long-form merger' will be completed as soon as practicable in the fourth quarter of 2009.
Bristol-Myers Squibb Co. Extends Tender Offer for Medarex, Inc.
Bristol-Myers Squibb Co. announced that it has extended its previously announced cash tender offer, through its wholly owned subsidiary, Puma Acquisition Corporation, to purchase all outstanding shares of common stock of Medarex, Inc. until 12:00 midnight (New York City time) on August 26, 2009, unless further extended. The tender offer that was originally scheduled to expire at 12:00 midnight (New York City time) on August 24, 2009 was extended, with the consent of Medarex, in connection with the parties reaching an agreement in principle to settle the legal proceedings pending in connection with the tender offer. All other terms and conditions of the tender offer remain unchanged. As previously disclosed, the condition to the tender offer relating to the expiration of the Hart-Scott-Rodino review period has been satisfied. The depositary for the tender offer has advised Bristol-Myers Squibb that, as of 9:00 a.m. (New York City time) on August 20, 2009, a total of approximately 11,576,506 shares of Medarex common stock were validly tendered and not validly withdrawn (none of which are subject to guaranteed delivery procedures), representing approximately 8.7% of Medarex`s shares outstanding. Upon the successful closing of the tender offer, shareholders of Medarex will receive $16.00 in cash for each share of Medarex common stock tendered in the tender offer, without interest and less any required withholding taxes.
Bristol-Myers Squibb Co. Announces Expiration Of Hart-Scott-Rodino Review Period For Acquisition Of Medarex, Inc.
Bristol-Myers Squibb Co. announced that the Hart-Scott-Rodino (HSR) review period for its tender offer for Medarex, Inc. has expired. Bristol-Myers Squibb initiated on July 28, 2009, through its wholly-owned subsidiary Puma Acquisition Corporation, a cash tender offer to purchase all outstanding shares of common stock of Medarex for $16 per share. The expiration of the HSR waiting period satisfies one of the conditions to the tender offer, which will expire at 12 midnight (New York City time) on August 24, 2009, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC.
