PRINCETON, N.J.—Bristol-Myers Squibb Co. has announced thatit will acquire Amylin Pharmaceuticals for $31 per share in cash, pursuant to a cash tenderoffer and second step merger, for an approximate total of $5.3 billion. Bothcompanies' boards of directors have unanimously approved the transaction, withAmylin's board of directors recommending that the company's shareholders tnedertheir shares into the offer. When Amylin's net debt and contractual paymentobligation to Eli Lilly & Co. are factored in, the total value of thetransaction reaches roughly $7 billion.
"We are pleased to announce this transaction that providessubstantial value for Amylin shareholders," Daniel M. Bradbury, president andCEO of Amylin, said in a press release. "Over the last several months, ourBoard of Directors, with the assistance of our financial and legal advisors,has been actively engaged in a robust and thorough strategic process designedto maximize the value of our unique diabetes franchise. I strongly believe thatwe have accomplished that objective … Importantly, this transaction withBristol-Myers Squibb and their alliance with AstraZeneca provide the means tomaximize the potential and impact of Amylin's innovative diabetes therapies andreach more patients around the world with treatment options to help managetheir disease."
Following the completion of the transaction, Bristol-MyersSquibb and AstraZeneca will enter into collaboration agreements based on theframework of their existing diabetes partnership for the development andcommercialization of Amylin's product portfolio. AstraZeneca will make apayment to Amylin, which will become a wholly owned subsidiary of Bristol-MyersSquibb, of approximately $3.4 billion, and profits and losses associated withthe collaboration will be shared equally. AstraZeneca will also have an optionto establish equal governance rights over major strategic and financialdecision regarding the collaboration upon of the payment of $135 million toBristol-Myers Squibb.
"This is a compelling proposition that will have animmediate positive impact on revenues and is fully in line with our statedpartnering strategy to enhance top-line growth and strengthen our late-stagepipeline," Simon Lowth, interim chief executive officer of AstraZeneca, said ina press release. "The broadening of our diabetes collaboration withBristol-Myers Squibb is another important step towards creating a leadershipposition in the treatment of a disease with growing unmet medical need that isreaching epidemic proportions in many areas of the world. The combineddevelopment, regulatory and commercial strengths of the AstraZeneca and BristolMyers-Squibb alliance for diabetes provides an excellent platform to unlock thepotential of Amylin's differentiated treatments for the benefit of patientsworldwide and for our shareholders."
Amylin specializes in developing medicines for diabetes andother metabolic diseases, with a primary focus on developing andcommercializing GLP-1 agonists for the treatment of type 2 diabetes. Thecompany's assets include a GLP-1 agonist franchise that includes two treatmentsfor type 2 diabetes, a leptin analog for diabetes/hypertriglyceridemia and anamylin analog for the treatment of types 1 and 2 diabetes.
"Amylin's innovative diabetes portfolio, talented people andstate-of-the art manufacturing facility complement our long-standing leadershipin metabolics," Lamberto Andreotti, CEO of Bristol-Myers Squibb, said in apress release. "We are pleased to be able to strengthen the portfolio we havebuilt to help patients with diabetes by building on the success Amylin has hadwith its GLP-1 franchise. The acquisition of Amylin by Bristol-Myers Squibb isalso a unique way for Bristol-Myers Squibb and AstraZeneca to expand thealliance between the two companies, and it demonstrates Bristol-Myers Squibb'sinnovative and targeted approach to partnerships and business development."
SOURCE: Bristol-Myers Squibb press release