Bristol-Myers Squibb Company (NYSE:BMY) entered into a definitive merger agreement to acquire Turning Point Therapeutics, Inc. (NasdaqGS:TPTX) from a group of shareholders for $3.8 billion on June 2, 2022. Under the terms of the merger agreement, Bristol Myers Squibb will promptly commence a tender offer to acquire all of the outstanding shares of Turning Point Therapeutics' common stock at a price of $76 per share in an all-cash transaction. Following the successful closing of the tender offer, Bristol Myers Squibb will acquire all remaining shares of Turning Point Therapeutics that are not tendered into the tender offer through a second-step merger at the same price of $76.00 per share. Bristol Myers Squibb expects to finance the acquisition with cash on hand. Turning Point Therapeutics will become a wholly owned subsidiary of Bristol Myers Squibb after the deal closes. In case of termination, TPTX will pay a Termination Fee of $138,000,000, 3.375% of equity value to BMY (Termination Fee) and BMY will pay a Termination Fee of $138,000,000, 3.375% of equity value to TPTX (Reverse Termination Fee).

The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of Turning Point Therapeutics' common stock, regulatory approvals and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The proposed transaction can only happen upon the satisfaction of the “minimum tender” condition of a tender of a majority of outstanding Turning Point Therapeutics shares. The transaction was unanimously approved by both the Bristol Myers Squibb and Turning Point Therapeutics Boards of Directors. As of July 18, 2022, approximately 34,447,733 Shares have been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 69.0% of the outstanding Shares. On July 19, 2022, Offer, which was previously scheduled to expire one minute following 11:59 p.m., Eastern Time, on July 18, 2022, has been extended until 5:00 p.m., Eastern Time, on August 15, 2022. The expiration of the HSR Act waiting period occurred at 11:59 p.m. Eastern Time on August 15, 2022, and the FCO clearance was received on August 15, 2022. The Acquisition is expected to close during the third quarter of 2022. The parties expect the transaction to close on August 17, 2022. The transaction is expected to be accretive to Non-GAAP Earnings Per Share beginning in 2025.

Simpson Thacher & Bartlett LLP represented Gordon Dyal & Co., LLC in its role as the exclusive financial advisor to Bristol Myers Squibb, and Jonathan L. Davis, Daniel Wolf, Steven Y. Li, Sophia Hudson, Patricia A. Carson, Lisa A. Samenfeld, and Amber Harezlak of Kirkland & Ellis LLP are serving as legal counsels. Goldman Sachs & Co. LLC is serving as the exclusive financial advisor to Turning Point Therapeutics, and Barbara L. Borden, Rowook Park and Charles J. Bair of Cooley LLP serving as legal counsels. American Stock Transfer & Trust Company, LLC acted as Turning Point's transfer agent. Equiniti Trust Company acted as Depositary and MacKenzie Partners, Inc. acted as information agent to Bristol-Myers Squibb Company. Alexandra J. McCormack and Paul T. Schnell of Skadden, Arps, Slate, Meagher & Flom LLP represented Goldman Sachs & Co. LLC as financial advisor to Turning Point Therapeutics, Inc.

Bristol-Myers Squibb Company (NYSE:BMY) completed the acquisition of Turning Point Therapeutics, Inc. (NasdaqGS:TPTX) from a group of shareholders on August 15, 2022.As of the Expiration Date, 41,896,678 Shares were validly tendered and not validly withdrawn, representing approximately 84% of the issued and outstanding Shares. Shares held by any stockholders of the Company who have properly exercised and perfected their appraisal rights was automatically converted into the right to receive an amount in cash equal to the Offer Price.