Bristol-Myers Squibb Completes Tender Offer For ZymoGenetics, Inc. With 94.9% Of Shares Tendered
Bristol-Myers Squibb Company (NYSE: BMY) announced today that the tender offer, through its wholly owned subsidiary Zeus Acquisition Corporation, for all outstanding shares of common stock of ZymoGenetics, Inc. (NASDAQ: ZGEN) expired at midnight New York City time on October 7, 2010, and was not extended.
The depositary for the tender offer has advised Bristol-Myers Squibb that, as of the expiration of the tender offer, shareholders of ZymoGenetics tendered approximately 82,605,529 shares of ZymoGenetics common stock, including approximately 1,501,981 shares subject to guaranteed delivery procedures, representing approximately 94.9% of the ZymoGenetics shares outstanding. According to the terms of the tender offer, shares that were validly tendered and not validly withdrawn have been accepted for payment.
Bristol-Myers Squibb intends to complete the acquisition of ZymoGenetics through what is known as a “short-form merger,” that is, without a vote or meeting of the remaining ZymoGenetics shareholders. Each of the remaining shares of ZymoGenetics common stock will be converted into the right to receive $9.75 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 as soon as practicable. Following the merger, ZymoGenetics will become a wholly-owned subsidiary of Bristol-Myers Squibb, and the common stock of ZymoGenetics will no longer list on NASDAQ.
Georgeson Inc. acted as information agent for Bristol-Myers Squibb. Morgan Stanley & Co. Incorporated is serving as financial advisor to Bristol-Myers Squibb in connection with the transactions and served as dealer-manager for the tender offer. Kirkland & Ellis LLP is acting as legal counsel to Bristol-Myers Squibb.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.
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