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Bristol-Myers (BMY) To Spin-Off Mead Johnson (MJN) Holdings

November 16, 2009 6:44 AM EST Send to a Friend
Bristol-Myers Squibb Company (NYSE: BMY) announced it will split off its holdings in Mead Johnson Nutrition Company (NYSE: MJN). The company expects the split-off to be a tax-advantaged way to further deliver value to Bristol-Myers Squibb shareholders. The split-off is expected to be net cash flow positive to the BioPharma business and accretive to earnings per share beginning in 2010.

The price of Mead Johnson common stock is to be established by a formula as described below, subject to an upper limit of 0.6027 shares of Mead Johnson common stock per share of Bristol-Myers Squibb common stock. For each $1.00 of Bristol-Myers Squibb common stock accepted in the exchange offer, the tendering shareholder will receive approximately $1.11 of Mead Johnson common stock, subject to the upper limit on the exchange ratio.

The ratio at which shares of Bristol-Myers Squibb common stock and shares of Mead Johnson common stock will be exchanged will be determined by a 10 percent discount to the simple arithmetic average of the daily volume-weighted average prices of shares of Bristol-Myers Squibb common stock and Mead Johnson common shares, respectively, on the New York Stock Exchange over a three-day period currently expected to be December 8, 9, and 10, 2009. The final exchange ratio showing the number of shares of Mead Johnson common stock that Bristol-Myers Squibb shareholders participating in the exchange offer will receive for each share of Bristol-Myers Squibb common stock accepted for exchange will be announced by press release no later than 9:00 a.m., New York City time, on the trading day immediately preceding the expiration date of the exchange offer which is expected to be December 11, 2009.

Bristol-Myers Squibb owns 170,000,000 shares of Mead Johnson class A and class B common stock, representing approximately 97.5% of the voting interest and 83.1% of the economic interest in Mead Johnson.



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