5:56AM Amylin Pharma to be acquired by Bristol-Myers Squibb (BMY) for $31.00/share or $5.3 bln; AstraZeneca (AZN) will make a payment to AMLN for $3.4 bln in cash; expected to be dilutive to BMY's FY2012 & 2013; slightly accretive by 2014 (AMLN) 28.22 +0.17 : BMY and AMLN announced that BMY will acquire AMLN for $31.00 per share in cash, pursuant to a cash tender offer and second step merger, or an aggregate purchase price of ~$5.3 bln. The total value of the transaction, including Amylin's net debt and a contractual payment obligation to Eli Lilly (LLY) together totaling about $1.7 bln, is ~$7 bln. The acquisition has been unanimously approved by the boards of directors of Bristol-Myers Squibb and Amylin. The board of directors of Amylin has unanimously recommended that Amylin's stockholders tender their shares into the tender offer.
Bristol-Myers Squibb and AstraZeneca (AZN) announced today that, following the completion of Bristol-Myers Squibb's acquisition of Amylin, the companies will enter into collaboration arrangements, based on the framework of the existing diabetes alliance, regarding the development and commercialization of Amylin's portfolio of products. Following completion of Bristol-Myers Squibb's acquisition of Amylin, AstraZeneca will make a payment to Amylin, as a wholly owned subsidiary of Bristol-Myers Squibb, in the amount of ~$3.4 bln in cash. Profits and losses arising from the collaboration will be shared equally. In addition, AstraZeneca has the option, exercisable at its sole discretion following the closing of the acquisition, to establish equal governance rights over key strategic and financial decisions regarding the collaboration, upon the payment to Bristol-Myers Squibb of an additional $135 mln. These collaboration arrangements have been approved by the boards of directors of Bristol-Myers Squibb and AstraZeneca.
Under the terms of the definitive merger agreement between Bristol-Myers Squibb and Amylin, Bristol-Myers Squibb will commence a cash tender offer to purchase all of the outstanding shares of Amylin's common stock for $31.00 per share. The merger agreement contains a provision under which Amylin has agreed not to solicit any competing offers for the company. Bristol-Myers Squibb will finance the acquisition from its existing cash resources and credit facilities. For Bristol-Myers Squibb, the transactions are expected to be dilutive to Non-GAAP earnings per share (EPS) in 2012 and 2013 by ~$0.03, becoming slightly accretive starting in 2014 with meaningful accretion expected in the later part of the decade. The estimated Non-GAAP EPS impact excludes amortization of acquired intangible assets, restructuring costs and other costs associated with the transactions.
AMLN stated "We are pleased to be able to strengthen the portfolio we have built to help patients with diabetes by building on the success Amylin has had with its GLP-1 franchise. The acquisition of Amylin by Bristol-Myers Squibb is also a unique way for Bristol-Myers Squibb and AstraZeneca to expand the alliance between the two companies, and it demonstrates Bristol-Myers Squibb's innovative and targeted approach to partnerships and business development."
