Bristol-Myers Squibb Signs Merger Agreement With Medarex

Bristol-Myers Squibb and Medarex have signed a merger agreement providing for the acquisition of Medarex by Bristol-Myers Squibb, for $16 per share in cash. Bristol-Myers Squibb will pay a purchase price of approximately $2.4 billion to Medarex.

Medarex’s projected $300 million in net cash and marketable securities at closing would be an asset acquired by Bristol-Myers Squibb, resulting in an implied purchase price of approximately $2.1 billion.

Bristol-Myers Squibb will be aquiring Medarex’s UltiMAb Human Antibody Development System, a next-generation Antibody-Drug Conjugate (ADC) technology.

In addition to that, Bristol-Myers Squibb will also obtain rights to seven antibodies in clinical trials under Medarex’s sole sponsorship and three other antibodies being co-developed with other partners.

Under the terms of the agreement, Bristol-Myers Squibb will commence a cash tender offer on or about July 27, 2009, to purchase all of the outstanding shares of Medarex common stock for $16 per share in cash.

The agreement also provides for the parties to effect a merger to be completed following the completion of the tender offer, which would result in all shares not tendered in the tender offer being converted into the right to received $16 per share in cash.

The merger agreement contains a provision under which Medarex has agreed not to solicit any competing offers for the company. Bristol-Myers Squibb will finance the acquisition from its existing cash resources.

Howard Pien, chairman and CEO of Medarex, said: “We believe that this combination with Bristol-Myers Squibb, provides an excellent opportunity to realize the full potential of Medarex’s development portfolio and our UltiMAb technology platform through a transaction which also provides an attractive valuation for our shareholders.”