Bristol-Myers Squibb Company (NYSE:BMY) entered into a definitive agreement to acquire Mirati Therapeutics, Inc. (NasdaqGS:MRTX) from a group of shareholders for $4.2 billion on October 8, 2023. Under the terms of the merger agreement, Bristol Myers Squibb through a subsidiary will acquire all of the outstanding shares of Mirati common stock at a price of $58.00 per share in cash representing a 52% premium to the 30-day VWAP as of the unaffected October 4, 2023 close, for a total equity value of $4.8 billion corresponding to an enterprise value of approximately $3.7 billion, which accounts for approximately $1.1 billion of Mirati cash. Each Mirati stockholder will also receive one non-tradeable CVR per Mirati share, which will entitle its holder to receive a one-time potential payment of $12.00 in cash, for a total value of approximately $1.0 billion, upon acceptance by U.S. FDA of a new drug application for MRTX1719. Bristol Myers Squibb expects to finance the acquisition with a combination of cash and debt. As of October 23, 2023, Bristol announced that approximately $4,455,455,000 of the net proceeds from the sale of the Notes offering will be used for general corporate purposes, including, but not limited to, the financing of the proposed acquisition of Mirati and the fees and expenses in connection therewith and with the offering. The Merger Agreement contains certain termination rights for the Company and Parent. Subject to the terms and conditions of the Merger Agreement, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by midnight Eastern Time, on October 8, 2024, which period may be extended automatically for two automatic 90-day periods if at the end of the prior period, all conditions to closing of the Merger other than conditions relating to the HSR Act or other applicable antitrust and foreign direct investment laws have been obtained or waived as of such date. Upon termination of the Merger Agreement, under specified circumstances, the Mirati Therapeutics will be required to pay Bristol-Myers a termination fee of $168 million. The Merger Agreement further provides that Bristol-Myers will be required to pay the Mirati Therapeutics a reverse termination fee of $240 million in the event the Merger Agreement is terminated in certain specified circumstances.

The transaction is subjected to Mirati's shareholders, regulatory approval, the absence of certain legal restraints preventing or otherwise making illegal the consummation of the Merger, no Material Adverse Effect with respect to the Company having occurred since the signing of the Merger Agreement and the expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ?HSR Act?) applicable to the Merger or of any commitments by the parties not to consummate the Merger before a certain date under a timing agreement. The transaction was unanimously approved by both the Bristol Myers Squibb and the transaction committee of Mirati Boards of Directors. On November 17, 2023, Mirati Therapeutics filed a Premerger Notification and Report Form under the HSR Act with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission in connection with the transaction and the required waiting period under the HSR Act for the Merger will expire at 11:59 p.m., Eastern Time on December 18, 2023, unless such period is terminated earlier or extended. The transaction is anticipated to close by the first half of 2024. As of November 15, 2023, Mirati announced that the special meeting of shareholders is scheduled for December 13, 2023. As of December 13, 2023, Mirati shareholders approved the merger. As of December 19, 2023, the transaction is expected to close in the first quarter of 2024.

Evercore Group LLC acted as financial advisor to Bristol-Myers Squibb Company. Morgan Stanley & Co. LLC acted as financial advisor to Bristol-Myers Squibb Company. Jonathan L. Davis, Emily Lichtenheld, Daniel E. Wolf, Scott D. Price, Katherine C. Nemeth, Patricia A. Carson, Amber Harezlak, Sophia Hudson, Sara B. Zablotney and Vivek Ratnam of Kirkland & Ellis LLP acted as legal advisor to Bristol-Myers Squibb Company. Centerview Partners LLC acted as financial advisor and fairness opinion provider to Mirati Therapeutics, Inc. Paul, Weiss is advising Centerview Partners as financial advisor to Mirati Therapeutics. Graham Robinson, Maya P Florence, Laura P Knoll, Timothy F. Nelson, Maria Raptis, Resa K Schlossberg, Moshe Spinowitz and Annie Villanueva Jeffers of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Mirati Therapeutics, Inc. Computershare Trust Company, N.A. acted as depositary to Mirati Therapeutics in the transaction. Wohl & Fruchter LLP acted as a fairness opinion provider to Mirati Therapeutics. In connection with Centerview?s services as the financial advisor to the Board of Directors, Mirati has agreed to pay Centerview an aggregate fee of approximately $53 million, $2.5 million of which was payable upon the rendering of Centerview?s opinion and the remainder of which is payable contingent upon consummation of the Transactions. Computershare Trust Company, N.A. acted as Depositary and transfer agent to Mirati. Mirati retained Innisfree M&A Incorporated, a proxy solicitation firm to solicit proxies in connection with the Special Meeting at a cost of approximately $40,000, plus a success fee of $20,000. Stephen M. Kotran of Sullivan & Cromwell, Financial Advisory Arm acted as financial advisor to Bristol in the transaction.

Bristol-Myers Squibb Company (NYSE:BMY) completed the acquisition of Mirati Therapeutics, Inc. (NasdaqGS:MRTX) from a group of shareholders on January 23, 2024. The transaction is expected to be treated as a business combination and to be dilutive to Bristol Myers Squibb?s non-GAAP earnings per share by approximately $0.35 per share in 2024.