Bristol-Myers Squibb Company (NYSE: BMY) is commencing today, through its wholly owned subsidiary Zeus Acquisition Corporation, a cash tender offer to purchase all outstanding shares of common stock of ZymoGenetics, Inc. (NASDAQ: ZGEN). Bristol-Myers Squibb announced on Tuesday, September 7, 2010 its intent to acquire ZymoGenetics.
Upon the successful closing of the tender offer, shareholders of ZymoGenetics will receive $9.75 in cash for each share of ZymoGenetics common stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes. Following the purchase of shares in the tender offer, ZymoGenetics 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. ZymoGenetics will file on or about Tuesday, September 14, 2010, with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the ZymoGenetics board of directors that ZymoGenetics shareholders accept the tender offer and tender their shares to Bristol-Myers Squibb. As previously announced, the ZymoGenetics board of directors has unanimously resolved that the merger agreement and its related transactions (including the tender offer and the merger) are fair to and in the best interests of ZymoGenetics and its shareholders.
The tender offer 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 is 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 represents a majority of the shares on a fully-diluted basis, excluding certain shares underlying derivative securities that are significantly out-of-the-money) plus 50% of any equity interests of the Company granted or issued after August 31, 2010 (other than pursuant to the exercise of outstanding options, restricted stock units or warrants), and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Georgeson Inc. is acting 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 will be 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 advisors to ZymoGenetics in connection with the transactions and ZymoGenetics is represented by Latham & Watkins LLP.