Bristol Myers Squibb Co SC TO-T, filed Oct 19, 2020

Bristol Myers Squibb Co (BMY)

SC TO-T 2020-10-19

View Original

Added on October 18, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Transaction Valuation*			Amount of Filing Fee**
$13,071,333,804.79			$1,426,082.52

Amount Previously Paid: None			Filing Party: N/A
Form of Registration No.: N/A			Date Filed: N/A

Exhibit No.			Description
(a)(1)(i)*			Offer to Purchase, dated as of October 19, 2020.
(a)(1)(ii)*			Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).
(a)(1)(iii)*			Form of Notice of Guaranteed Delivery.
(a)(1)(iv)*			Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)*			Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)*			Summary Advertisement, as published in The Wall Street Journal on October 19, 2020.
(a)(5)(i)			Joint Press Release of Bristol-Myers Squibb Company and MyoKardia, Inc. dated October 5, 2020 (incorporated by reference to Exhibit 99.1 of the Bristol-Myers Squibb Company Current Report on Form 8-K (File No. 001-01136) filed with the Securities and Exchange Commission on October 5, 2020).
(a)(5)(ii)			Investor Relations Presentation dated October 5, 2020 (incorporated by reference to Exhibit 99.2 of the first Bristol-Myers Squibb Company Pre-Commencement Communication on Schedule TO filed with the Securities and Exchange Commission on October 5, 2020).
(a)(5)(iii)			Investor Relations Call Transcript dated October 5, 2020 (incorporated by reference to Exhibit 99.3 of the first Bristol-Myers Squibb Company Pre-Commencement Communication on Schedule TO filed with the Securities and Exchange Commission on October 5, 2020).
(a)(5)(iv)			Transaction Infographic dated October 5, 2020 (incorporated by reference to Exhibit 99.4 of the first Bristol-Myers Squibb Company Pre-Commencement Communication on Schedule TO filed with the Securities and Exchange Commission on October 5, 2020).
(a)(5)(v)			Social Media Content dated October 5, 2020 (incorporated by reference to Exhibit 99.5 of the first Bristol-Myers Squibb Company Pre-Commencement Communication on Schedule TO filed with the Securities and Exchange Commission on October 5, 2020).
(a)(5)(vi)			Enterprise Letter dated October 5, 2020 (incorporated by reference to Exhibit 99.6 of the first Bristol-Myers Squibb Company Pre-Commencement Communication on Schedule TO filed with the Securities and Exchange Commission on October 5, 2020).
(a)(5)(vii)			Bristol-Myers Squibb Employee Q&A dated October 5, 2020 (incorporated by reference to Exhibit 99.7 of the first Bristol-Myers Squibb Company Pre-Commencement Communication on Schedule TO filed with the Securities and Exchange Commission on October 5, 2020).
(a)(5)(viii)			Transcript of Interview with Bristol-Myers Squibb Chief Executive Officer dated October 5, 2020 (incorporated by reference to Exhibit 99.1 of the second Bristol-Myers Squibb Company Pre-Commencement Communication on Schedule TO filed with the Securities and Exchange Commission on October 6, 2020).

Exhibit No.			Description
(a)(5)(ix)			Social Media Content dated October 5, 2020 (incorporated by reference to Exhibit 99.2 of the second Bristol-Myers Squibb Company Pre-Commencement Communication on Schedule TO filed with the Securities and Exchange Commission on October 6, 2020).
(a)(5)(x)			MyoKardia, Inc. Current Report on Form 8-K dated October 5, 2020 (incorporated by reference to the MyoKardia, Inc. Current Report on Form 8-K (File No. 001-37609) filed with the Securities and Exchange Commission on October 5, 2020).
(a)(5)(xi)			Email from Tassos Gianakakos, Chief Executive Officer of MyoKardia, Inc., to employees on October 5, 2020 (incorporated by reference to Exhibit 99.1 of the first MyoKardia, Inc. Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on October 5, 2020).
(a)(5)(xii)			MyoKardia, Inc. Employee Q&A first used on October 5, 2020 (incorporated by reference to Exhibit 99.2 of the first MyoKardia, Inc. Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on October 5, 2020).
(b)			Not applicable.
(d)(1)			Agreement and Plan of Merger, dated as of October 3, 2020, by and among Bristol-Myers Squibb Company, Gotham Merger Sub Inc. and MyoKardia, Inc. (incorporated by reference to Exhibit 2.1 of the MyoKardia, Inc. Current Report on Form 8-K (File No. 001-37609) filed with the Securities and Exchange Commission on October 5, 2020).
(d)(2)*			Confidentiality Agreement, dated as of September 17, 2020, between Bristol-Myers Squibb Company and MyoKardia, Inc.
(d)(3)*			Exclusivity Agreement, dated as of September 25, 2020, between Bristol-Myers Squibb Company and MyoKardia, Inc.
(d)(4)*			Tender and Support Agreement, dated as of October 3, 2020, between Bristol-Myers Squibb Company, Gotham Merger Sub Inc., and Tassos Gianakakos.
(g)			Not applicable.
(h)			Not applicable.

			GOTHAM MERGER SUB INC.

			By:			/s/ Brian P. Heaphy
			Name:			Brian P. Heaphy
			Title:			Vice President

			BRISTOL-MYERS SQUIBB COMPANY

			By:			/s/ Katherine R. Kelly
			Name:			Katherine R. Kelly
			Title:			Corporate Secretary

			Page
SUMMARY TERM SHEET			1
INTRODUCTION			9
THE OFFER			13
1. Terms of the Offer			13
2. Acceptance for Payment and Payment for Shares			14
3. Procedures for Tendering Shares			15
4. Withdrawal Rights			17
5. Material U.S. Federal Income Tax Consequences			18
6. Price Range of Shares; Dividends			20
7. Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations			20
8. Certain Information Concerning MyoKardia			22
9. Certain Information Concerning Purchaser and Parent			22
10. Source and Amount of Funds			23
11. Background of the Offer; Contacts with MyoKardia			23
12. Purpose of the Offer; Plans for MyoKardia; Stockholder Approval; Appraisal Rights			28
13. The Transaction Documents			30
14. Dividends and Distributions			46
15. Conditions to the Offer			47
16. Certain Legal Matters; Regulatory Approvals			49
17. Fees and Expenses			53
18. Miscellaneous			53

SCHEDULE I

Directors and Executive Officers of Parent			Sch-I-1
Directors and Executive Officers of Purchaser			Sch-I-6

	High	Low
2018
First Quarter	$62.83	$41.00
Second Quarter	$52.00	$41.90
Third Quarter	$67.45	$49.35
Fourth Quarter	$67.79	$44.99
2019
First Quarter	$56.03	$39.01
Second Quarter	$54.67	$44.68
Third Quarter	$61.88	$47.53
Fourth Quarter	$74.98	$50.49
2020
First Quarter	$78.28	$43.50
Second Quarter	$126.30	$42.65
Third Quarter	$139.22	$88.60
Fourth Quarter (through October 16, 2020)	$224.00	$136.83

Name	Current Principal Occupation or Employment and Five-Year Employment History	Country of Citizenship
Giovanni Caforio, M.D.*	Dr. Caforio has served as Chairman of the Board since May 2017 and Chief Executive Officer since May 2015. He has been a director since 2014. He served as Chief Operating Officer from June 2014 to May 2015, Executive Vice President and Chief Commercial Officer from November 2013 to June 2014, President, U.S. from October 2011 to November 2013, Senior Vice President, Global Commercialization and Immunology from May 2010 to October 2011, Senior Vice President, Oncology, U.S. and Global Commercialization from March 2009 to May 2010, Senior Vice President, U.S. Oncology from January 2007 to March 2009, Senior Vice President, European Marketing and Brand Commercialization from May 2004 to January 2007.	USA and Italy
Vicki L. Sato, Ph.D.*	Dr. Sato is a Lead Independent Director. She has served as a director since 2006. She has served as Chairman of the Board of Denali Therapeutics, Inc. since August 2016 and a director of that company since April 2015. She served as Professor of management practice at the Harvard Business School from July 2005 to June 2017 and Professor of the practice of molecular and cell biology at Harvard University from July 2005 to October 2014.	USA
Peter J. Arduini*	Mr. Arduini has served as a director since 2016. He has served as President and Chief Executive Officer at Integra LifeSciences Holdings Corporation, a global medical technology company since January 2012 and President and Chief Operating Officer at that company from November 2010 to January 2012. He served as Corporate Vice President and President of Medication Delivery at Baxter Healthcare from 2005 to 2010.	USA
Robert Bertolini*	Mr. Bertolini has served as a director since 2017. He served as President and Chief Financial Officer of Bausch & Lomb Incorporated from February 2013 to August 2013. Prior to that, he served as Executive Vice President and Chief Financial Officer at Schering Plough Corp. through its merger with Merck & Co., Inc. from November 2003 to November 2009.	USA

***By Mail:			***By Overnight Courier:
By 5:00 p.m. NYC time on Expiration Date Equiniti Trust Company Shareowner Services Voluntary Corporate Actions P.O. Box 64858 St. Paul, Minnesota 55164-0858			By 5:00 p.m. NYC time on Expiration Date Equiniti Trust Company Shareowner Services Voluntary Corporate Actions 1110 Centre Pointe Curve, Suite 101 Mendota Heights, Minnesota 55120

DESCRIPTION OF SHARES TENDERED
Account Registration (Please Fill in, if blank) Please make any address correction below	Share Certificate(s) and Share(s) Tendered (Please attach additional signed list, if necessary)
☐ indicates permanent address change	Certificate Number(s) and/or indicate Book-Entry	Total Number of Shares Represented by Certificate(s)	Number of Shares Tendered (1,2)




	Total Shares Tendered

Number of Shares Tendered:

☐			Check if securities will be tendered by book-entry transfer.

Name of Tendering Institution:

Account No.:
Dated: , 20

Name(s) of Record Holder(s)

(please print)

Address(es):


			(Zip Code)

Area Code and Telephone No(s):

Signature(s):

Number of Shares to be Tendered:		SIGN HERE
	Shares*
Dated		Signature(s)

		Name(s) (Please Print)

		Address(es)

		(Zip Code)

		Area Code and Telephone Number

		Taxpayer Identification or Social Security Number

Very truly yours,

MYOKARDIA, INC.

By:			/s/ Jacob Bauer
Name:			Jacob Bauer
Title:			Chief Business Officer

Confirmed and Agreed to:

BRISTOL-MYERS SQUIBB COMPANY

By:			/s/ Brian Heaphy
Name:			Brian Heaphy
Title:			Vice President, Corporate Development, Cardiovascular & Neuroscience Business Development

Date:			9/18/20

AGREED AND ACCEPTED:

MYOKARDIA, INC.

By:	/s/ Jacob Bauer
	Name:	Jacob Bauer
	Title:	Chief Business Officer

			BRISTOL-MYERS SQUIBB COMPANY

			By:			/s/ Elizabeth A. Mily
			Name:			Elizabeth A. Mily
			Title:			Executive Vice President, Strategy and Business Development

			GOTHAM MERGER SUB INC.

			By:			/s/ Brian P. Heaphy
			Name:			Brian P. Heaphy
			Title:			Vice President

			By:			/s/ Tassos Gianakakos
			Name:			Tassos Gianakakos
			Address:			1000 Sierra Point Parkway Brisbane, CA 94005