Bristol-Myers Squibb Company (NYSE:BMY) entered into a definitive merger agreement to acquire MyoKardia, Inc. (NasdaqGS:MYOK) for $12.2 billion on October 3, 2020. Under the terms of the merger agreement, BMY will commence a tender offer to acquire all of the outstanding shares of MyoKardia's common stock for $225 per share in cash. The offer will initially remain open for 20 business days, subject to extension under certain circumstances. The offer commenced on October 19, 2020 and will be open till November 16, 2020. Following the closing of the tender offer, BMY will acquire all remaining shares of MyoKardia that are not tendered into the tender offer through a second-step merger at the same price of $225 per share. In addition, each MyoKardia's outstanding and unexercised stock option will be cancelled and automatically converted into the right to receive one share of MyoKardia. Each MyoKardia outstanding RSU award with time-based vesting or subject to performance-based vesting will be cancelled and automatically converted into the right to receive one share of MyoKardia. In a related transaction, BMY entered into a tender and support agreement with Chief Executive Officer of MyoKardia, Tassos Gianakakos, under which Tassos Gianakakos agreed to tender the shares beneficially owned by him into the offer. BMY expects to finance the acquisition with a combination of cash and debt. Bristol-Myers Squibb intends to use the net proceeds of its notes offering of approximately $6.9 billion to fund a portion of the aggregate cash consideration payable to MyoKardia shareholders. In case of termination of the agreement by MyoKardia to accept and enter into an agreement with respect to a superior proposal, MyoKardia will be required to pay a termination fee of $458 million.

The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of MyoKardia's common stock representing at least one share more than 50% of the then outstanding shares and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. On November 4, 2020 Bristol-Myers and MyoKardia announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or HSR Act. The transaction is subject to consummation of the tender offer. Both BMY and MyoKardia's Boards of Directors unanimously approved the transaction. MyoKardia's Board of Directors unanimously recommends that MyoKardia shareholders tender their shares in the tender offer. The transaction is expected to close during the fourth quarter of 2020. The acquisition is credit negative based on its rich valuation and the use of incremental debt to fund a development stage company with negative earnings and cash flow. The transaction is expected to be minimally dilutive to Bristol Myers Squibb's non-GAAP earnings per share (EPS) in 2021 and 2022 and accretive beginning in 2023.

Maggie Flores, Jonathan Davis, Daniel Wolf, Sophia Hudson, Scott Price, Kate Coverdale, Matt Reilly, Jeffrey Ayer, Lisa Samenfeld and Patricia Carson of Kirkland & Ellis LLP acted as legal advisors to BMY. Stuart M. Cable, Lisa R. Haddad, Mitchell S. Bloom, Michael R. Patrone, Maggie L. Wong, Andrea Agathoklis Murino, Kirby H. Lewis, Sarah M. Bock, Robert M. Crawford, Jr., Stephanie Philbin, Daniel S. Karelitz, Jacqueline Klosek, Grace L. Wirth, Natalie Martirossian, Jennifer Merrigan, Cecelia Lockner, Michael T. Jones, Hayden Hutton and Jennifer Fay of Goodwin Procter LLP acted as legal advisors to MyoKardia. Thomas Burkly, Punit Mehta and Jordan Bliss from Guggenheim Securities, LLC acted as financial advisor and fairness opinion provider to MyoKardia. Mark Robinson and Joshua D. Thornton from Centerview Partners LLC acted as financial advisors and fairness opinion providers to MyoKardia. Gordon Dyal & Co., LLC acted as financial advisor to BMY. MacKenzie Partners, Inc. acted as information agent and Computershare Trust acted as transfer agent for MyoKardia. Equiniti Trust Company acted as depositary to the offer. MyoKardia has agreed to pay Centerview an aggregate fee of approximately $43 million, $1.5 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. MyoKardia has agreed to pay Guggenheim Securities an aggregate fee of approximately $43 million, $1.5 million of which was payable upon the rendering of Guggenheim Securities' opinion and the remainder of which is payable contingent upon consummation of the transactions. Krishna Veeraraghavan and Stephen M. Kotran of Sullivan & Cromwell LLP acted as legal advisors to a financial advisor of MyoKardia, Inc.

Bristol-Myers Squibb Company (NYSE:BMY) completed the acquisition of MyoKardia, Inc. (NasdaqGS:MYOK) on November 16, 2020. Approximately 42.18 million shares of MyoKardia common stock were validly tendered, and not withdrawn from the tender offer, representing approximately 78.9% of MyoKardia's outstanding shares of common stock. In accordance with the terms of the tender offer, all shares that were validly tendered and not properly withdrawn have been accepted for payment and Bristol Myers Squibb expects to promptly pay for all such shares. As a result of the merger, each share of common stock of MyoKardia issued and outstanding and not tendered in the tender offer was converted into the right to receive an amount in cash equal to $225, without interest and less any required withholding taxes, the same price offered in the tender offer. With the completion of the acquisition, MyoKardia shares have ceased trading on the NASDAQ Global Select Market and MyoKardia is now a wholly-owned subsidiary of Bristol Myers Squibb. Lee Hochbaum and Louis Goldberg of Davis Polk & Wardwell acted as legal advisor to Gordon Dyal & Co. Advisory Group LP.