Bristol Myers Squibb (NYSE:BMY) today has announced that Rhumba
Merger Sub Inc. (“Offeror”), a wholly owned subsidiary of Bristol
Myers Squibb, has extended the expiration date of its offer (the
“Offer”) to acquire (the “Acquisition”) all of the outstanding
shares of common stock, par value $0.0001 per share (“Common
Stock”), of Turning Point Therapeutics, Inc. (NASDAQ: TPTX),
(“Turning Point”) at a price of $76.00 per share, in cash, without
interest, subject to any applicable withholding of taxes, pursuant
to the terms of the Agreement and Plan of Merger, dated as of June
2, 2022, among Bristol Myers Squibb, Offeror and Turning Point (the
“Merger Agreement”). The Acquisition is expected to close during
the third quarter of 2022.
The Offer, which was previously scheduled to expire one minute
following 11:59 p.m., Eastern Time, on July 18, 2022, has been
extended until 5:00 p.m., Eastern Time, on August 15, 2022.
Equiniti Trust Company, the depositary for the Offer, has
advised the Offeror that as of 5:30 p.m., Eastern Time, on July 18,
2022, 34,447,733 shares of Turning Point, representing
approximately 69.0% of the issued and outstanding shares of Common
Stock, have been validly tendered and not properly validly
withdrawn pursuant to the Offer. Holders that have previously
tendered their shares do not need to re-tender their shares or take
any other action in response to this extension.
The Offer is being made pursuant to the terms and conditions
described in the Offer to Purchase, dated June 17, 2022 (as it may
be amended or supplemented from time to time, the “Offer to
Purchase”), the related Letter of Transmittal and certain other
offer documents, copies of which are attached to the Tender Offer
Statement on Schedule TO (together with any amendments or
supplements thereto, the “Tender Offer Statement”) filed by Bristol
Myers Squibb and Offeror with the U.S. Securities and Exchange
Commission (the “SEC”) on June 17, 2022, as amended.
The Offer is conditioned upon the fulfillment of certain
conditions described in “The Offer—Section 15—Conditions to the
Offer” of the Offer to Purchase, including, but not limited to, the
termination or expiration of any applicable mandatory waiting
period (and any extensions thereof) imposed under the
Hart-Scott-Rodino Act.
About Bristol Myers
Squibb
Bristol Myers Squibb is a global biopharmaceutical company whose
mission is to discover, develop and deliver innovative medicines
that help patients prevail over serious diseases. For more
information about Bristol Myers Squibb, visit us at BMS.com or
follow us on LinkedIn, Twitter, YouTube, Facebook, and
Instagram.
Additional Information about the Offer and Where to Find
It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
securities, nor is it a substitute for the tender offer materials
that Bristol Myers Squibb and Offeror filed with the SEC. At the
time the tender offer was commenced, Bristol Myers Squibb caused
Offeror to file a tender offer statement on Schedule TO and Turning
Point filed a recommendation statement on Schedule 14D-9. INVESTORS
AND TURNING POINT’S STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE
TENDER OFFER STATEMENT AND THE RELATED SOLICITATION/ RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 FILED BY TURNING POINT WITH THE SEC, AS
EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION THAT SHOULD BE CONSIDERED BY TURNING
POINT’S INVESTORS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
TENDER OFFER. These documents are available at no charge on the
SEC’s website at www.sec.gov. In addition, a copy of the offer to
purchase, letter of transmittal and certain other related tender
offer documents may be obtained free of charge at www.bms.com or by
directing a request to Bristol Myers Squibb, Office of the
Corporate Secretary, 430 East 29th Street, 14th Floor, New York,
New York 10154-0037. A copy of the tender offer statement and the
solicitation/recommendation statement are made available to all
stockholders of Turning Point free of charge at
www.tptherapeutics.com.
In addition to the offer to purchase, the related letter of
transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, Bristol Myers Squibb and
Turning Point file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read any
reports, statements or other information filed by Bristol Myers
Squibb or Turning Point with the SEC at no charge on the SEC’s
website at www.sec.gov.
Cautionary Statement Regarding
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, regarding, among other things, the acquisition of Turning
Point by Bristol Myers Squibb. These statements may be identified
by the fact they use words such as “should,” “could,” “expect,”
“anticipate,” “estimate,” “target,” “may,” “project,” “guidance,”
“intend,” “plan,” “believe,” “will” and other words and terms of
similar meaning and expression in connection with any discussion of
future operating or financial performance, although not all
forward-looking statements contain such terms. All statements that
are not statements of historical facts are, or may be deemed to be,
forward-looking statements. These statements are only predictions,
and such forward-looking statements are based on current
expectations and involve inherent risks and uncertainties,
including factors that could delay, divert or change any of them,
and could cause actual outcomes and results to differ materially
from current expectations. No forward-looking statement can be
guaranteed. Actual results may differ materially from current
expectations because of numerous risks and uncertainties including
with respect to (i) the timing of the Offer and the subsequent
merger, (ii) the number of shares of Turning Point’s common stock
that will be tendered in the Offer, (iii) the risk that the
expected benefits or synergies of the acquisition will not be
realized, (iv) the risk that legal proceedings may be instituted
related to the merger agreement, (v) any competing offers or
acquisition proposals for Turning Point, (vi) the possibility that
various conditions to the consummation of the Offer or the
acquisition may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the offer or the acquisition and (vii)
unanticipated difficulties or expenditures relating to the proposed
transaction, the response of business partners and competitors to
the announcement of the proposed transaction and/or potential
difficulties in employee retention as a result of the announcement
and pendency of the proposed transaction. Forward-looking
statements in this communication should be evaluated together with
the many uncertainties that affect Bristol Myers Squibb’s business,
particularly those identified in the cautionary factors discussion
in Bristol Myers Squibb’s Annual Report on Form 10-K for the year
ended December 31, 2021, and its subsequent Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K and in Turning Point’s
Annual Report on Form 10-K for the year ended December 31, 2021 and
its subsequent Quarterly Reports on Form 10-Q , as well as other
documents that may be filed by Bristol Myers Squibb or Turning
Point from time to time with the SEC. Neither Bristol Myers Squibb
nor Turning Point undertakes any obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise. The forward-looking statements made in
this communication relate only to events as of the date on which
the statements are made.
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