This Amendment No. 1 (this “Amendment No. 1”) amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) filed by
MyoKardia, Inc., a Delaware corporation (the “Company,” “MyoKardia,” “we” or “us”), with the Securities and Exchange Commission (the “SEC”) on October 19,
2020.
This Schedule 14D-9 relates to the cash tender offer (the “Offer”) by Gotham Merger Sub
Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Bristol-Myers Squibb Company, a Delaware corporation (“Parent” or “Bristol Myers Squibb”), to acquire all of the issued
and outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”), at a price per share equal to $225.00, net to the seller of such shares of Company Common Stock in cash, without
interest, subject to any withholding of taxes required by applicable law. The Offer is disclosed in the Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the “Schedule TO”), filed by Parent
and Merger Sub with the SEC on October 19, 2020, and is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 19, 2020, and in the related Letter of Transmittal.
The information in the Schedule 14D-9, including all exhibits and annexes that were previously filed with the Schedule
14D-9, is incorporated in this Amendment No. 1 by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. Capitalized terms used herein and
not defined shall have the meanings ascribed to them in the Schedule 14D-9 and page number references herein refer to the Schedule 14D-9.
|
Item 3.
|
Past Contacts, Transactions, Negotiations and Agreements.
|
Item 3 of the Schedule 14D-9 under the heading “Arrangements with the Company’s Executive Officers and
Directors – Effect of the Offer and the Merger on Outstanding Shares of Company Common Stock” is hereby amended and supplemented by replacing the last sentence of the third paragraph on page 6 in its entirety with the following:
“Mary B. Cranston owns 2,300 shares of Company Common Stock with a cash value of $517,500.”
|
Item 8.
|
Additional Information.
|
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by inserting the following heading and paragraph on
page 58 of the Schedule 14D-9, after the paragraph entitled “Annual and Quarterly Reports”:
“Legal Proceedings Related to the Offer and the Merger.
On October 19, 2020, a purported stockholder of the Company filed a complaint in the United States District Court for the Northern District of
California, entitled Wang v. MyoKardia, Inc. et al., 3:20-cv-07342, against the Company and each of its directors. On October 26, 2020, a purported stockholder of the Company filed a substantially similar complaint in the United States
District Court for the District of Delaware, entitled Adams v. MyoKardia, Inc. et al., 1:20-cv-01445-UNA, against the Company, each of its directors, Bristol Myers Squibb, and Merger Sub. On
October 27, 2020, a purported stockholder of the Company filed a substantially similar complaint in the United States District Court for the Eastern District of New York, entitled Gray v. MyoKardia, Inc. et al., 1:20-cv-05176, against
the Company and each of its directors. Each complaint alleges that the defendants violated federal securities laws by misrepresenting and/or omitting material information in the Schedule 14D-9. The complaints
seek, among other things, (i) injunctive relief preventing the consummation of the transactions contemplated by the Merger Agreement, (ii) rescissory damages or rescission in the event that the transactions contemplated by the Merger
Agreement have
2