Introductory Note
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 5, 2020, MyoKardia, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Bristol-Myers Squibb Company, a Delaware corporation (“Parent”), and Gotham Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, on November 17, 2020, Merger Sub completed a cash tender offer (the “Offer”) to acquire all of the issued and outstanding shares of the common stock, par value $0.0001 per share, of the Company (“Company Common Stock”) at a price per share of $225.00, net to the seller in cash without interest (the “Offer Price”) and subject to any withholding of taxes required by applicable law.
The Offer expired at midnight (New York City time) (i.e., one minute after 11:59 p.m. New York City time), on November 16, 2020. According to the depositary for the Offer, 42,180,978 shares of Company Common Stock were validly tendered and not withdrawn in the Offer, representing approximately 78.9% of the outstanding shares of Company Common Stock (not including 6,150,189 shares delivered through notices of guaranteed delivery, representing approximately 11.5% of the shares of Company Common Stock outstanding). The number of shares of Company Common Stock tendered satisfied the condition to the Offer that there be validly tendered and not properly withdrawn prior to the expiration of the Offer a number of shares of Company Common Stock (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as defined by Section 251(h)(6) of the General Corporation Law of the State of Delaware (the “DGCL”)), together with the shares of Company Common Stock then owned by Parent or Merger Sub, representing at least one share more than 50% of the then outstanding shares of Company Common Stock. All conditions to the Offer having been satisfied or waived, on November 17, 2020, Parent and Merger Sub accepted for payment all shares of Company Common Stock validly tendered and not properly withdrawn.
Following the consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and on November 17, 2020, Merger Sub merged with and into the Company, with the Company as the surviving corporation in the merger (the “Merger”). The Merger was completed pursuant to Section 251(h) of the DGCL, with no stockholder vote required. At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Company Common Stock (other than (i) shares of Company Common Stock with respect to which the holders thereof have properly exercised and perfected demands for appraisal of such shares in accordance with Section 262 of the DGCL, (ii) shares of Company Common Stock that were owned by the Company as treasury stock, and (iii) shares of Company Common Stock then held by Parent or Merger Sub) were converted automatically into and thereafter represent only the right to receive $225.00 in cash, without interest and subject to any withholding of taxes required by applicable law.
In addition, by virtue of the Merger, (i) each Company stock option that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive, for each share of Company Common Stock underlying such Company stock option, an amount in cash, without interest and subject to deduction for any required withholding of taxes under applicable law, equal to the excess of the Offer Price over the per share exercise price of such Company stock option, (ii) each Company restricted stock unit award subject to time-based vesting that was outstanding immediately prior to the Effective Time (each, a “Company RSU”) was cancelled and automatically converted into the right to receive, for each share of Company Common Stock underlying such Company RSU award, an amount in cash, without interest and subject to deduction for any required withholding of taxes under applicable law, equal to the Offer Price, and (iii) each Company restricted stock unit award subject to performance-based vesting that was outstanding immediately prior to the Effective Time (each, a “Company PSU”) was cancelled and automatically converted into the right to receive, for each share of Company Common Stock underlying such award, an amount in cash, without interest and subject to deduction for any required withholding of taxes under applicable law, equal to the Offer Price, which amount will be payable on the same schedule and subject to the same vesting conditions (including any acceleration of vesting conditions) as applied to such Company PSU award immediately prior to the Effective Time.