Bristol Myers Squibb Completes Acquisition of MyoKardia

Bristol Myers Squibb announced that it has successfully completed its acquisition of MyoKardia, Inc. in an all cash transaction for approximately $13.1 billion. With the completion of the acquisition, MyoKardia shares have ceased trading on the NASDAQ Global Select Market and MyoKardia is now a wholly-owned subsidiary of Bristol Myers Squibb.

“We are excited to welcome MyoKardia colleagues to Bristol Myers Squibb. The MyoKardia team has revolutionized cardiovascular treatments to address significant unmet medical needs, and we look forward to helping more patients together,” said Giovanni Caforio, M.D., Board Chair and Chief Executive Officer of Bristol Myers Squibb. “With MyoKardia, we are bolstering our leading cardiovascular franchise and adding exceptional scientific capabilities, a potentially transformative new medicine with significant commercial potential and a promising pipeline of candidates. Cardiovascular remains an important therapeutic area for Bristol Myers Squibb with a strong legacy and a promising future.”

Through the transaction with MyoKardia, Bristol Myers Squibb gains mavacamten, a potential first-in-class cardiovascular medicine for the treatment of obstructive hypertrophic cardiomyopathy (“HCM”), a chronic heart disease with high morbidity and patient impact. A New Drug Application (“NDA”) for mavacamten for the treatment of symptomatic obstructive HCM – based on data from the EXPLORER-HCM study – is expected to be submitted to the U.S. Food and Drug Administration in the first quarter of 2021. Bristol Myers Squibb expects to explore the full potential of mavacamten in additional indications, including non-obstructive HCM, as well as develop MyoKardia’s promising pipeline of novel compounds, including two clinical-stage therapeutics: danicamtiv (formerly MYK-491) and MYK-224, and two pre-clinical assets: ACT-1 and LUS-1.

Bristol Myers Squibb’s previously announced tender offer for all outstanding shares of common stock of MyoKardia for $225.00 per share expired at 12:00 a.m. New York City time, at the end of the day on November 16, 2020. Approximately 42,180,978 shares of MyoKardia common stock were validly tendered, and not withdrawn from the tender offer, representing approximately 78.9% of MyoKardia’s outstanding shares of common stock. In accordance with the terms of the tender offer, all shares that were validly tendered and not properly withdrawn have been accepted for payment and Bristol Myers Squibb expects to promptly pay for all such shares.

Following completion of the tender offer, Bristol Myers Squibb completed the acquisition of MyoKardia through the merger of Gotham Merger Sub Inc. with and into MyoKardia, without a vote of MyoKardia’s stockholders pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. As a result of the merger, each share of common stock of MyoKardia issued and outstanding and not tendered in the tender offer was converted into the right to receive an amount in cash equal to $225.00, without interest and less any required withholding taxes, the same price offered in the tender offer.