Bristol-Myers Squibb Company (BMS) has proposed to enter into an agreement to acquire ImClone Systems Incorporated, a global leader in the development and commercialization of novel antibodies to treat cancer, for $60.00 per share in cash, or a total payment of approximately $4.5 billion, to equity holders of ImClone, other than Bristol-Myers Squibb. Bristol-Myers Squibb currently owns approximately 17 per cent of all outstanding shares of ImClone.
Bristol-Myers Squibb's all-cash offer, which is not conditioned on the receipt of financing or on the conduct of due diligence, represents a premium of approximately 30 per cent over ImClone's closing stock price on July 30, 2008, the last trading day before Bristol-Myers Squibb sent its proposal to ImClone's board of directors, a premium of approximately 40 per cent over the average closing price of ImClone's stock during the most recent one-month period and a premium in excess of 40 per cent for the average closing stock prices of ImClone stock during each of the most recent three-month and 12-month periods.
James M. Cornelius, chairman and chief executive officer, Bristol-Myers Squibb, said, "Our proposed acquisition of ImClone represents an evolutionary development in our companies' seven-year-long relationship, and is in the best interests of Bristol-Myers Squibb and ImClone shareholders and employees, and the patients we serve together. Bristol-Myers Squibb is the natural partner for ImClone as we possess the knowledge base and resources to advance the company's growth over the long-term, not only with respect to Erbitux, the important cancer therapy we jointly commercialize, but also in terms of developing ImClone's pipeline assets. Our current contractual relationship with ImClone, in which we hold exclusive, long-term marketing rights to Erbitux in the US, has been very successful, and we believe that, by applying Bristol-Myers Squibb's financial, R&D and marketing capabilities to support the product, we will be able to reach an even broader patient population."
"For Bristol-Myers Squibb, the proposed acquisition of ImClone represents a strategically and financially sound add-on to our business, consolidating a relationship we have had for nearly seven years. The acquisition is expected to contribute to our financial performance in the 2012-2013 timeframe as well as drive growth beyond 2013," continued Cornelius.
"Bristol-Myers Squibb is prepared to proceed to work with ImClone's Board of Directors quickly and efficiently to reach a definitive merger agreement regarding our all-cash offer, which delivers full and fair value to ImClone's shareholders. We look forward to meeting with ImClone's Board and management to effect this transaction in an expedited manner," concluded Cornelius.
Erbitux (cetuximab) is indicated for use in the treatment of patients with metastatic colorectal cancer and for use in the treatment of squamous cell carcinoma of the head and neck. Bristol-Myers Squibb and ImClone have been engaged in the co-development and co-commercialization of Erbitux in the US and Canada under an agreement entered into in September 2001. Under the agreement, ImClone receives a distribution fee based on a flat rate of 39 per cent of net sales in North America. This agreement was amended in July 2007 to provide for additional development funding for certain indications. The agreement expires in September 2018 with respect to Erbitux in the US.
Bristol-Myers Squibb and ImClone have also been engaged in the co-development of Erbitux in Japan with Merck KGaA since December 2004. In October 2007, the three companies amended this agreement to provide for co-commercialization of Erbitux in Japan. The companies received marketing approval for Erbitux in Japan on July 16, 2008, for use in combination with irinotecan to treat unresectable advanced or recurrent colorectal cancer.
Bristol-Myers Squibb's proposal to acquire ImClone for $60.00 per share in cash was conveyed earlier this morning by Cornelius to Carl C. Icahn, chairman of the Board of Directors of ImClone, and confirmed in a letter sent to the Board of Directors.
Bristol-Myers Squibb is a global biopharmaceutical company whose mission is to extend and enhance human life.