Bristol-Myers Squibb Company completed the acquisition of Karuna Therapeutics, Inc. from Capital International Investors, FMR LLC, The Vanguard Group, Inc., T. Rowe Price Group, Inc. and others.
The transaction is subject to customary closing conditions, including approval of Karuna stockholders, the waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated and any required approvals thereunder shall have been obtained and receipt of required regulatory approvals. The transaction was unanimously approved by both the Bristol Myers Squibb and Karuna Boards of Directors. As of March 14, 2024, the waiting period under the HSR Act expired. The transaction is expected to close in the first half of 2024. As of March 18, 2024, Karuna shares have ceased trading on the Nasdaq Global Select Market and Karuna is now a wholly owned subsidiary of Bristol Myers Squibb (?BMS?).
Gordon Dyal & Co. and Citi are serving as financial advisors to Bristol Myers Squibb, and Catherine J. Dargan, Michael J. Riella, Andrew (Drew) Fischer, Ingrid Rechtin, Robert Newman, Megan E. Woodford, Natalie M. Derzko, Sinan Utku, Marie A. Lavalleye, Michael K. Stern, Peter W.L. Bogaert, Winsome Cheung, Emily I. Leonard and George Jenkins of Covington & Burling LLP is serving as legal counsels. Goldman Sachs & Co. LLC is serving as exclusive financial advisor and fairness opinion provider to Karuna, and Eric M. Swedenburg, Jakob Rendtorff, Alan M. Klein, Jeannine McSweeney, Lori E. Lesser, Sara Y. Razi, Preston Miller, Vanessa K. Burrows and Andrew B. Purcell of Simpson Thacher & Bartlett LLP is serving as legal counsels. Okapi Partners acted as information agent to Karuna Therapeutics. Karuna has agreed to pay Goldman Sachs a transaction fee of approximately $117 million, $5 million of which became payable upon the announcement of the merger, and the remainder of which is contingent upon consummation of the merger. Okapi Partners LLC will be paid approximately $50,000, plus certain additional per-service fees, and will be reimbursed for certain fees and expenses for these and other advisory services. Gordon Dyal & Co. Advisory Group LP acted as due diligence provider to Bristol-Myers Squibb Company.
Bristol-Myers Squibb Company (NYSE:BMY) completed the acquisition of Karuna Therapeutics, Inc. (NasdaqGM:KRTX) from Capital International Investors, FMR LLC, The Vanguard Group, Inc., T. Rowe Price Group, Inc. (NasdaqGS:TROW) and others on March 18, 2024. During the first quarter of 2024, BMY issued the 2024 Senior Unsecured Notes in an aggregate principal amount of $13.0 billion. The proceeds from the 2024 Senior Unsecured Notes were used to partially fund the acquisitions of RayzeBio and Karuna, and the remaining net proceeds were used for general corporate purposes. In connection with the issuance of the 2024 Senior Unsecured Notes, BMY terminated the $10.0 billion 364-day senior unsecured delayed draw term loan facility entered in February 2024 to provide bridge financing for the RayzeBio and Karuna acquisitions.