Bristol-Myers Squibb Co. plans to acquire Amylin Pharmaceuticals Inc. for $31 per share in cash, pursuant to a cash tender offer and second-step merger, for an aggregate purchase price of about $5.3 billion.


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Bristol-Myers Squibb to buy Amylin for $5.3 billion

July 2nd, 2012

PRINCETON, N.J., and SAN DIEGO – Bristol-Myers Squibb Co. plans to acquire Amylin Pharmaceuticals Inc. for $31 per share in cash, pursuant to a cash tender offer and second-step merger, for an aggregate purchase price of about $5.3 billion.

Announcing the deal Friday evening, the companies said the total value of the transaction, including Amylin's net debt and a contractual payment obligation to Eli Lilly & Co., of about $1.7 billion, will be approximately $7 billion.

Bristol-Myers Squibb and Amylin said their boards have unanimously approved the acquisition, and Amylin's board has unanimously recommended that the company's stockholders tender their shares into the tender offer.

Under the agreement, after Bristol-Myers Squibb completes its acquisition of Amylin, the companies will enter into collaboration arrangements, based on the framework of an existing diabetes alliance, regarding the development and commercialization of Amylin's portfolio of products. AstraZeneca will make a payment to Amylin, as a wholly owned subsidiary of Bristol-Myers Squibb, of about $3.4 billion in cash. In addition, AstraZeneca has the option to establish equal governance rights over key strategic and financial decisions regarding the collaboration, upon the payment to Bristol-Myers Squibb of an additional $135 million.

A biopharmaceutical company, Amylin specializes in medicines for patients with diabetes and other metabolic diseases. Its chief focus is on the research, development and commercialization of a franchise of GLP-1 agonists for the treatment of type 2 diabetes.

"Amylin's innovative diabetes portfolio, talented people and state-of-the art manufacturing facility complement our long-standing leadership in metabolics," Lamberto Andreotti, chief executive officer of Bristol-Myers Squibb, said in a statement. "We are pleased to be able to strengthen the portfolio we have built to help patients with diabetes by building on the success Amylin has had with its GLP-1 franchise. The acquisition of Amylin by Bristol-Myers Squibb is also a unique way for Bristol-Myers Squibb and AstraZeneca to expand the alliance between the two companies, and it demonstrates Bristol-Myers Squibb’s innovative and targeted approach to partnerships and business development."

Amylin’s assets include the following:

• A GLP-1 agonist franchise, including two treatments for type 2 diabetes — Byetta (exenatide) injection and Bydureon (exenatide extended-release for injectable suspension/exenatide 2 mg powder and solvent for prolonged release suspension for injection) — and a life-cycle management pipeline, including delivery devices and formulation improvements.

• Metreleptin, a leptin analog under review at the Food and Drug Administration for the treatment of diabetes and/or hypertriglyceridemia (high levels of triglycerides in the bloodstream) in patients with rare forms of inherited or acquired lipodystrophy

• Symlin (pramlintide acetate) injection an amylin analog, approved by the FDA for the treatment of type 1 and type 2 diabetes patients with inadequate glycemic control on meal-time insulin

• A state-of-the-art sterile production facility in Ohio.

"We are pleased to announce this transaction that provides substantial value for Amylin shareholders," commented Daniel Bradbury, president and CEO of San Diego-based Amylin. “Over the last several months, our board of directors, with the assistance of our financial and legal advisors, has been actively engaged in a robust and thorough strategic process designed to maximize the value of our unique diabetes franchise. I strongly believe that we have accomplished that objective.

"Our recent U.S. launch of Bydureon, the first ever once-weekly therapy for patients with type 2 diabetes, solidified our position as a driving force in the fight against this rising global epidemic," Bradbury added. "Importantly, this transaction with Bristol-Myers Squibb and their alliance with AstraZeneca provide the means to maximize the potential and impact of Amylin’s innovative diabetes therapies and reach more patients around the world with treatment options to help manage their disease."

Bristol-Myers Squibb and AstraZeneca entered into a collaboration in January 2007 to to research, develop and commercialize investigational drugs for type 2 diabetes. The collaboration centers on Onglyza (saxagliptin), Kombiglyze (saxagliptin and metfomin HCI extended-release) and Forxiga (dapagliflozin).

"The broadening of our diabetes collaboration with Bristol-Myers Squibb is another important step towards creating a leadership position in the treatment of a disease with growing unmet medical need that is reaching epidemic proportions in many areas of the world," stated Simon Lowth, interim CEO of London-based AstraZeneca. "The combined development, regulatory and commercial strengths of the AstraZeneca and Bristol Myers-Squibb alliance for diabetes provides an excellent platform to unlock the potential of Amylin's differentiated treatments for the benefit of patients worldwide."

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