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Bristol-Myers Squibb to Commence Cash Tender Offer for ImClone Systems at $62.00 per share.


NEW YORK New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 -- Bristol-Myers Squibb Bristol-Myers Squibb (NYSE: BMY), colloquially referred to as BMS, is a pharmaceutical corporation, formed by a 1989 merger between pharmaceutical companies Bristol-Myers Company, founded in 1887 by William McLaren Bristol and John Ripley Myers in Clinton, NY (both were  Company (NYSE NYSE

See: New York Stock Exchange
: BMY BMY Bristol Myers Squibb ) today announced that it is increasing its initial offer for ImClone Systems ImClone Systems Incorporated (NASDAQ: IMCL) is a biopharmaceutical company dedicated to developing biologic medicines in the area of oncology. It was founded in 1984 and is headquartered in New York City. It is traded on the NASDAQ stock exchange under the symbol IMCL.  Incorporated (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: IMCL IMCL International Making Cities Livable
IMCL Inter Marine Container Lines
IMCL International Management Consultants Ltd.
IMCL Indraprastha Medical Corp Ltd (India)
IMCL Imperial Majesty Cruise Line
) and intends to commence a tender offer for the currently outstanding shares of common stock of ImClone that are not already owned by Bristol-Myers Squibb for $62.00 per share in cash. The offer is valued at approximately $4.7 billion, to equity holders of ImClone, other than Bristol-Myers Squibb. Bristol-Myers Squibb currently owns approximately 16.6 percent of all outstanding shares of ImClone.

Below is the text of the letter that was sent on September 22, 2008 to ImClone's Board of Directors:
Board of Directors
ImClone Systems Incorporated
180 Varick Street
New York, NY 10014
Care of Mr. Carl C. Icahn, Chairman of the Board

                                                  September 22, 2008


Dear Carl:


We understand that, after consulting with external financial advisors, the ImClone board of directors concluded that our $60.00 per share all cash offer for ImClone (the "Company") is inadequate. While our financial advisors have attempted several times to have discussions with the Company's financial advisors, there has not been any meaningful dialogue regarding our proposal. Nearly two months have elapsed e·lapse  
intr.v. e·lapsed, e·laps·ing, e·laps·es
To slip by; pass: Weeks elapsed before we could start renovating.

n.
 since we made our initial offer, and it has been nearly two weeks since your disclosure that an unnamed bidder had submitted a conditional preliminary proposal to acquire ImClone.

These delays, combined with ImClone's lack of transparency, have created a protracted pro·tract  
tr.v. pro·tract·ed, pro·tract·ing, pro·tracts
1. To draw out or lengthen in time; prolong: disputants who needlessly protracted the negotiations.

2.
 period of uncertainty among your stockholders, employees and other constituents which could hurt the intrinsic value Intrinsic Value

1. The value of a company or an asset based on an underlying perception of the value.

2. For call options, this is the difference between the underlying stock's price and the strike price.
 of ImClone's assets. Particularly in light of the current extraordinary market conditions, there needs to be an orderly and transparent process with a clearly delineated de·lin·e·ate  
tr.v. de·lin·e·at·ed, de·lin·e·at·ing, de·lin·e·ates
1. To draw or trace the outline of; sketch out.

2. To represent pictorially; depict.

3.
 timeline in order to expedite a resolution of ImClone's future. We also note your comments before the ImClone annual meeting on September 10th that you believe stockholders should have a direct voice in these types of sales transactions.

Consequently, we are increasing our initial offer and intend to initiate a tender offer for all the currently outstanding shares of ImClone common stock that Bristol-Myers does not already own for $62.00 per share in cash. Our all-cash offer represents an approximately 48% premium to the average share price of the Company's common stock during the three-month period ended on July 30th, the last trading day Last Trading Day

The final day that a futures or options contract may trade or be closed out before delivery of the underlying asset must occur.

Notes:
If the buying and selling parties do not arrange an alternate agreement, the physical commodity must be delivered from
 prior to our initial offer. In addition, our all-cash offer represents an approximately 49% premium to the average share price of the Company's common stock during the twelve-month period ended on July 30th. The offer is valued at approximately $4.7 billion to ImClone's stockholders other than Bristol-Myers and allows the Company's stockholders to realize immediate liquidity on their investment at a substantial premium, while avoiding the significant regulatory and financial investment required to maximize the value of the Company's undeveloped early stage clinical and preclinical compounds which are not yet commercially viable.

Following completion of the tender offer, we intend to consummate a second-step merger in which all remaining ImClone stockholders will receive the same cash price paid in the tender offer, subject to their right to pursue any appraisal rights Appraisal rights

A right of shareholders in a merger to demand the payment of a fair price for their shares, as determined independently.
 available under Delaware law. Our tender offer will be subject to certain customary conditions, including ImClone's preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 purchase rights not being applicable to the tender offer and the proposed second-step merger, and the agreement of ImClone's board of directors to amend the existing stockholder agreement between Bristol-Myers Squibb and ImClone to eliminate its proportional voting requirement in connection with the election or removal of ImClone's directors. Our offer is not subject to due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  or financing.

We intend to file with the Securities and Exchange Commission a preliminary consent solicitation Consent Solicitation

A solicitation by one party to the stakeholders of a particular security for the consent of a material change.

Notes:
Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with
 statement relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the solicitation of written consents from ImClone stockholders to remove all existing members of ImClone's board of directors and replace them with five highly qualified nominees proposed by Bristol-Myers. Bristol-Myers is taking this action to ensure that ImClone's board of directors does not prevent the ImClone stockholders from having a direct voice in the process by refusing to satisfy the conditions to our offer.

Bringing our offer directly to the Company's stockholders allows them to evaluate the merits of our proposal and permits them a say in the future of their company, an approach I know you support. We continue to welcome an opportunity to engage directly with ImClone and its financial and legal advisors to discuss constructively the merits of our proposal in order to reach a definitive merger agreement.
Sincerely,



James M. Cornelius

Chairman and

Chief Executive Officer
Copies to:

John H. Johnson

Chief Executive Officer

Andrew K.W. Powell

Senior Vice President and General Counsel


About Bristol-Myers Squibb

Bristol-Myers Squibb is a global biopharmaceutical company whose mission is to extend and enhance human life.

Important Information about the Tender Offer

The tender offer described in this press release has not yet commenced, and this press release is neither an offer to purchase nor a solicitation of an offer to sell ImClone common stock. The solicitation and offer to buy ImClone's common stock will only be made pursuant to an offer to purchase and related materials that Bristol-Myers Squibb intends to file promptly with the SEC.

Investors and security holders are urged to read any such disclosure documents that will be filed with the SEC, including the tender offer statement, regarding the proposed transaction referenced in the foregoing information, because they will contain important information. Investors and security holders will be able to obtain a free copy of the disclosure documents (when they are available) and other documents filed by Bristol-Myers Squibb with the SEC at the SEC's website at www.sec.gov. In addition, documents filed with the SEC by Bristol-Myers Squibb may be obtained free of charge from Bristol-Myers Squibb by directing a request to Stockholder Services, Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154 or by calling (212) 546-3309 or by making a request to Bristol-Myers Squibb's information agent, Mackenzie Partners, Inc. at 800-322-2885.

Important Information about the Consent Solicitation

This press release is not a substitute for any disclosure documents, including the consent solicitation statement, Bristol-Myers Squibb will file with the SEC and send to ImClone stockholders in connection with the solicitation of the stockholders of ImClone or in connection with any business combination transaction with ImClone, as required.

Investors and security holders are urged to read the consent solicitation statement relating to the solicitation of consents of ImClone's stockholders when it becomes available, because it will contain important information. Bristol-Myers Squibb intends to file a preliminary consent solicitation statement with the SEC and intends to file a definitive consent solicitation statement as soon as practicable thereafter. Investors and security holders will be able to obtain a free copy of the preliminary consent solicitation statement (when it is available), the definitive consent solicitation statement (when it is available) and other documents that Bristol-Myers Squibb files with the SEC at its web site at www.sec.gov. In addition, documents filed with the SEC by Bristol-Myers Squibb may be obtained free of charge from Bristol-Myers Squibb by directing a request to Stockholder Services, Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154 or by calling (212) 546-3309 or by making a request to Bristol-Myers Squibb's consent solicitor, Mackenzie Partners, Inc. at 800-322-2885.

Bristol-Myers and certain of its officers and directors and other persons may be deemed to be participants in the solicitation of ImClone's stockholders. As of September 22, 2008, Bristol-Myers is the beneficial owner Beneficial Owner

A person who enjoys the benefits of ownership even though title is in another name.

Notes:
For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial
 of 14,392,003 shares of ImClone common stock. Information regarding Bristol-Myers' directors and executive officers is available in its Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended December 31, 2007, which was filed with the SEC on February 21, 2008, and its Proxy Statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 for its 2008 Annual Meeting of Stockholders, which was filed with the SEC on March 24, 2008.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995 regarding, among other things, statements relating to a proposal to acquire ImClone, future financial performance and the company's business strategy. These statements may be identified by the fact that they use words such as "anticipate", "estimates", "should", "expect", "guidance", "project", "intend", "plan", "believe" and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. 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. These factors include, among other things, the risk that the proposed transaction will not be completed and the company's ability to execute successfully its strategic plans. For further details and a discussion of these and other risks and uncertainties, see the company's periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q Form 10-Q

See 10-Q.
 and current reports on Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
, filed with or furnished to the SEC. The company 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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