Bristol-Myers Squibb initiated on September 10, 2010, through its wholly-owned subsidiary Zeus Acquisition Corporation, a cash tender offer to purchase all outstanding shares of common stock of ZymoGenetics for $9.75 per share.
The expiration of the HSR waiting period satisfies one of the conditions to the tender offer, which will expire at 12:00 midnight (New York City time) on Thursday, October 7, 2010, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer remains subject to customary terms and conditions, including the tender of a number of shares which is equal to or greater than 48,282,192 shares (which represents approximately 56% of the outstanding shares as of August 31, 2010, which in turn represents a majority of the shares on a fully-diluted basis, excluding certain shares underlying derivative securities that are significantly out-of-the-money).
Georgeson Inc. is acting as information agent for Bristol-Myers Squibb. Morgan Stanley & Co. Inc. is serving as financial advisor to Bristol-Myers Squibb in connection with the transactions and as the dealer-manager for the tender offer. Kirkland & Ellis LLP is acting as legal counsel to Bristol-Myers Squibb. Goldman, Sachs & Co. is serving as financial advisor to ZymoGenetics in connection with the transactions and ZymoGenetics is represented by Latham & Watkins LLP.Forward Looking Statements This press release contains "forward-looking statements" relating to the acquisition of ZymoGenetics by Bristol-Myers Squibb. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period. Forward-looking statements in the press release should be evaluated together with the many uncertainties that affect Bristol-Myers Squibb's business, particularly those identified in the cautionary factors discussion in Bristol-Myers Squibb's Annual Report on Form 10-K for the year ended December 31, 2009, its Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Bristol-Myers Squibb undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.