Bristol-Myers Squibb Company (NYSE:BMY) entered into definitive merger agreement to acquire RayzeBio, Inc. (NasdaqGM:RYZB) for $3.8 billion on December 25, 2023. Under the terms of the transaction, Bristol Myers Squibb will commence a cash tender offer to acquire RayzeBio for $62.50 per share in cash, for a total equity value of approximately $4.1 billion, or $3.6 billion net of estimated cash acquired. Bristol-Myers Squibb intends to finance the acquisition of shares in the offer through (i) its cash on hand, (ii) proceeds from any new debt issuance undertaken by it, (iii) borrowings from new, short-term debt arrangements or (iv) a combination of the foregoing. In February 2024, Bristol Myers Squibb entered into a $10 billion 364-day senior unsecured delayed draw term loan facility to provide bridge financing for the planned acquisition of RayzeBio. The acquisition will provide BMS with rights to RayzeBio?s actinium-based radiopharmaceutical platform and lead asset, RYZ101, which is in Phase III development for treatment of gastroenteropancreatic neuroendocrine tumors. Bristol-Myers Squibb will complete its acquisition of RayzeBio in accordance with Section 251(h) of the Delaware General Corporation Law, with RayzeBio surviving as a wholly owned subsidiary of Bristol-Myers Squibb. In the event of termination, under specified circumstances, Bristol-Myers Squibb Company is liable to pay $141 million or 3.4% of RayzeBio?s implied equity value as reverse termination fee and RayzeBio, Inc. is liable to pay $104 million or a termination fee equal to 2.5% of RayzeBio?s implied equity value. The offer is subject to the number of shares validly tendered and not validly withdrawn representing a majority of shares outstanding at the time of the expiration of the offer and any waiting period (and any extension thereof) applicable to the consummation of the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, shall have expired or been terminated. The transaction was unanimously approved by both the Bristol Myers Squibb and RayzeBio Boards of Directors. The Board of RayzeBio resolved to recommend that the shareholders accept the offer and tender their shares. The offer commenced on January 25, 2024, and will expire on February 22, 2024, unless extended. The transaction is expected to close in the first half of 2024. The waiting period under the HSR Act expired on February 9, 2024. The transaction is expected to be treated as a business combination and to be dilutive to Bristol Myers Squibb?s non-GAAP diluted earnings per share by approximately $0.13 in 2024. Bristol Myers Squibb will acquire all remaining shares of RayzeBio that are not tendered into the tender offer through a second-step merger at the same price of $62.50 per share. The Offer expired at one minute following 11:59 p.m., Eastern Time, on February 22, 2024 (the ?Expiration Time?), and the Offer was not extended. As of the Expiration Time, a total of 53,052,499 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 86% of the issued and outstanding Shares as of the Expiration Time. As of the Expiration Time, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition. Purchaser expects to promptly accept for payment, on February 26, 2024. The parties expect the transaction to close on February 26, 2024.

BofA Securities, Inc., is acting as financial advisor to Bristol Myers Squibb, and Catherine J. Dargan, Michael J. Riella Ingrid Rechtin, Michael J. Francese, Natalie M. Derzko, Marie A. Lavalleye, Michael K. Stern, Peter W.L. Bogaert, Amy L. Toro and Kyle Rabe of Covington & Burling LLP is serving as legal counsel. Centerview Partners LLC is serving as financial advisor as well as fairness opinion provider to RayzeBio, and Jamie Leigh, Ben Beerle, Carlos Ramirez and Rowook Park of Cooley LLP is serving as legal counsel to RayzeBio, Inc. RayzeBio has agreed to pay Centerview an aggregate fee currently estimated to be approximately $83,000,000, $1,000,000 of which was payable upon the rendering of Centerview?s opinion. Equiniti Trust Company, LLC is depositary and transfer agent and Georgeson LLC acted as an information agent to RayzeBio. Stuart M. Cable, Blake Liggio and James Ding of Goodwin Procter LLP are advising Centerview Partners LLC in the transaction. Michael Hostetler, Michael Wormal and Celine M. Bonnefous of Wilson Sonsini Goodrich & Rosati, P.C. acted as a legal advisor to RayzeBio, Inc.

Bristol-Myers Squibb Company (NYSE:BMY) completed the acquisition of RayzeBio, Inc. (NasdaqGM:RYZB) on February 26, 2024. Until the expiration of tender offer on February 22, 2024, approximately 53,052,499 shares of RayzeBio common stock were validly tendered, and not validly withdrawn from the tender offer, representing approximately 86% of RayzeBio?s issued and outstanding shares of common stock Following completion of the tender offer, Bristol Myers Squibb completed the acquisition of RayzeBio without a vote of RayzeBio?s stockholders pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. Each condition to the Offer was satisfied or waived, and on February 26, 2024, and all shares that were validly tendered were accepted for payment. Immediately following the effective time of the Merger on February 26, 2024 the Company terminated the Company?s 2020 Equity Incentive Plan, as amended, the Company?s 2023 Equity Incentive Plan and the Company?s 2023 Employee Stock Purchase Plan. In connection with the Merger, effective as of the Effective Time, each of Richard Heyman, PhD, Tim Van Hauwermeiren, Maha Katabi, PhD, Yi Larson, Christy Oliger, Ken Song, MD, Mary Tagliaferri, MD, and Angie You, PhD resigned as a director of the Company and from all committees of the board of directors of the Company. Pursuant to the terms of the Merger Agreement, at the Effective Time, the directors of Purchaser as of immediately prior to the Effective Time, which consisted of Konstantina Katcheves, Sandra Ramos-Alves and Kimberly M. Jablonski, became the directors of RayzeBio, Inc. Benjamin Hickey was appointed to serve as President of the Company, Sandra Ramos-Alves was appointed to serve as a Vice President and Treasurer of the Company, Sophia Park was appointed to serve as a Vice President of the Company, Scott Matarese was appointed to serve as a Vice President of the Company, and Kimberly M. Jablonski was appointed to serve as a Vice President and Secretary of the Company.