Bristol Myers Squibb and RayzeBio Announce Expiration of HSR Act Waiting Period
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Insights
The expiration of the Hart-Scott-Rodino (HSR) waiting period for Bristol Myers Squibb's acquisition of RayzeBio is a significant milestone in the merger process. This development indicates regulatory clearance, which is essential for mitigating antitrust concerns. The $4.1 billion cash transaction at $62.50 per share represents a substantial investment and will likely have immediate effects on both companies' stock performance. Investors should note that the acquisition price can reflect the strategic value Bristol Myers Squibb sees in RayzeBio's pipeline, which could potentially enhance its long-term revenue growth and market positioning within the biopharmaceutical sector.
From a financial perspective, the market will be observing the tender offer closely, which requires a majority of RayzeBio’s shares to be tendered. The completion of this deal could lead to synergies and cost savings and it will be crucial to monitor how the integration of RayzeBio's assets aligns with Bristol Myers Squibb's strategic objectives. The acquisition could also impact the financial metrics of Bristol Myers Squibb, such as earnings per share and debt levels, which are key indicators of a company's financial health and future performance.
Understanding the market implications of this acquisition requires analyzing the competitive landscape of the biopharmaceutical industry. Bristol Myers Squibb's move to acquire RayzeBio is likely to bolster its portfolio, especially if RayzeBio's assets include innovative treatments or technologies. This could potentially disrupt market dynamics by strengthening Bristol Myers Squibb’s position against competitors. The acquisition could also be a response to patent expirations or a strategic move to enter or expand within a specific therapeutic area.
It's important for stakeholders to consider the broader industry trends, such as the increasing consolidation within the biotech sector, which can affect competition and innovation. The reaction of competitors, whether through similar acquisitions or alternative strategies, will be an important factor in assessing the long-term impact of this transaction on the market.
From a medical research standpoint, the acquisition of RayzeBio by Bristol Myers Squibb could have significant implications for the development and commercialization of new therapies. RayzeBio's research pipeline, particularly in oncology or specialized therapeutics, may complement or enhance Bristol Myers Squibb’s existing portfolio. This could accelerate the development of new treatments and bring them to market more quickly, benefiting patients.
Moreover, the integration of RayzeBio's research capabilities and intellectual property could lead to advancements in drug discovery and development. The success of this merger will depend on the effective assimilation of RayzeBio's scientific expertise and the strategic alignment of research priorities. This could result in the expansion of Bristol Myers Squibb's research and development capabilities, potentially leading to breakthroughs in areas of unmet medical need.
Expiration of the waiting period under the HSR Act satisfies one of the conditions necessary for the consummation of the transaction, including the tender offer and the merger, which remains subject to the tender of a majority of the outstanding shares of RayzeBio’s common stock, as well as other customary closing conditions. Unless the tender offer is extended, the offer will expire one minute after 11:59 p.m.
About Bristol Myers Squibb
Bristol Myers Squibb is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. For more information about Bristol Myers Squibb, visit us at BMS.com or follow us on LinkedIn, Twitter, YouTube, Facebook, and Instagram.
About RayzeBio
RayzeBio is building a radiopharmaceutical therapeutics (RPT) company to treat various cancers, with its lead program in a Phase 3 clinical trial. RayzeBio has created a pipeline of multiple drug candidates in therapeutic areas with significant market opportunities. Much like antibody drug conjugates emerged as a new and transformative treatment modality in certain cancers, the company sees an opportunity for innovative radiopharmaceutical therapeutics to follow a similar path. RayzeBio believes its strategic investments in building a robust product pipeline, development capabilities, and manufacturing infrastructure position the company to be an industry-leading pioneer in the broad application of RPT for cancer.
Additional Information about the Tender Offer and Where to Find It
This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of RayzeBio or any other securities, nor is it a substitute for the tender offer materials described herein. At the time the tender offer was commenced, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, was filed by Bristol Myers Squibb and Rudolph Merger Sub Inc., a wholly owned indirect subsidiary of Bristol Myers Squibb, with the SEC, and a solicitation/recommendation statement on Schedule 14D-9 was filed by RayzeBio with the
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.
Investors and security holders may obtain a free copy of the offer to purchase, the related letter of transmittal, certain other tender offer documents and the solicitation/recommendation statement, and other documents filed with the SEC on the SEC’s website at www.sec.gov or by directing such requests to the information agent for the offer, who is named in the tender offer statement. The offer to purchase and related tender offer documents may also be obtained for free on Bristol Myers Squibb’s website at www.bms.com/investors. In addition, Bristol Myers Squibb and RayzeBio each files annual, quarterly and current reports and other information with the SEC, which are also available to the public at no charge at www.sec.gov.
Cautionary Statement Regarding Forward-Looking Statements
This document contains “forward-looking statements” regarding, among other things, the proposed acquisition of RayzeBio by Bristol Myers Squibb. These statements may be identified by the fact they use words such as “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance, although not all forward-looking statements contain such terms. All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements. These statements are only predictions, and 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. Actual results may differ materially from current expectations because of numerous risks and uncertainties including with respect to (i) the timing of the closing of the merger, (ii) the risk that the expected benefits or synergies of the proposed acquisition will not be realized, (iii) risks associated with any legal proceedings instituted related to the merger agreement, and (iv) unanticipated difficulties or expenditures relating to the proposed transaction, the response of business partners and competitors to the consummation of the proposed transaction and/or potential difficulties in employee retention as a result of the consummation of the proposed transaction. Forward-looking statements in this document 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, 2022, and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and in RayzeBio’s latest Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and its subsequent Current Reports on Form 8-K, as well as other documents that may be filed by Bristol Myers Squibb or RayzeBio from time to time with the SEC. Neither Bristol Myers Squibb nor RayzeBio undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. The forward-looking statements made in this document relate only to events as of the date on which the statements are made.
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Bristol Myers Squibb
Media Inquiries:
Media: media@bms.com
Investors:
Investor Relations: investor.relations@bms.com
RayzeBio
Arvind Kush
Email: info@rayzebio.com
Source: Bristol Myers Squibb
FAQ
What is the purchase price for RayzeBio common stock in Bristol Myers Squibb's tender offer?
What is the total amount of the acquisition deal between Bristol Myers Squibb and RayzeBio?
When did the waiting period under the HSR Act expire?
What conditions are necessary for the consummation of the transaction between Bristol Myers Squibb and RayzeBio?
When will the tender offer expire if not extended?
