Bristol-Myers Squibb Co. has completed its acquisition of Amylin Pharmaceuticals Inc.

Bristol-Myers Squibb, Amylin Pharmaceuticals, acquisition, merger, AstraZeneca, diabetes alliance

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Bristol-Myers wraps up Amylin acquisition

August 9th, 2012

PRINCETON, N.J. – Bristol-Myers Squibb Co. has completed its acquisition of Amylin Pharmaceuticals Inc.

Under the deal announced early last month, Bristol-Myers agreed to buy Amylin 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.

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, is about $7 billion.

Bristol-Myers said Thursday that with the closing of the tender offer, it exercised its right under the agreement to purchase additional shares from Amylin that would allow it to complete the merger without stockholder approval. On Aug. 8 Bristol-Myers Squibb acquired all of the remaining outstanding shares of Amylin common stock via a short-form merger.

Bristol-Myers added that it aims to delist and de-register Amylin common stock following the effective time of the merger.

Also on Thursday, Bristol-Myers and AstraZeneca announced that AstraZeneca has made an initial payment of about $3.2 billion to Amylin. The payment is in connection with the expansion of the diabetes alliance between AstraZeneca and Bristol-Myers to incorporate the development and marketing of Amylin's portfolio of diabetes products, and profits and losses arising from the collaboration will be shared equally.

AstraZeneca has also informed Bristol-Myers of its intention to exercise its option to acquire certain additional governance rights over key strategic and financial decisions regarding Amylin's portfolio. The right to exercise that option will become effective once applicable antitrust and competition approvals are received by AstraZeneca. Upon the exercise of the option, an additional payment of $135 million will be made to Bristol-Myers Squibb.

"The completion of our acquisition of Amylin and the expansion of our diabetes alliance with AstraZeneca will increase and strengthen our innovative portfolio of diabetes medicines, extending its reach across the spectrum of treatment options," stated Lamberto Andreotti, chief executive officer of Bristol-Myers Squibb. "We are pleased to have the opportunity to work together to build on the innovative portfolio, state-of-the art manufacturing facilities and dedicated customer focus that the talented people at Amylin have created."

Commented Simon Lowth, interim CEO at AstraZeneca, "We are delighted to have successfully completed the expansion of our diabetes alliance with Bristol-Myers Squibb through the addition of Amylin's GLP-1 franchise, creating a broader disease management platform for patients, physicians and payers. We are looking forward to working with the team at Amylin to build on their success and maximize AstraZeneca's and Bristol-Myers Squibb's combined capabilities to make these innovative treatments available to many more diabetes patients across the world."