Bristol-Myers Squibb (BMY) Acquires Amylin (AMLN) for $31/Share

June 30, 2012 9:57 AM EDT
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Amylin Pharmaceuticals, Inc. (NASDAQ: AMLN) agreed to be acquired by Bristol-Myers Squibb Company (NYSE: BMY) for $31.00 per share in cash, or approximately $5.3 billion.

Including Amylin's net debt and a contractual payment obligation to Eli Lilly & Company (NYSE: LLY), together totaling about $1.7 billion, is approximately $7 billion.

In March, Amylin rejected a $22 offer from Bristol-Myers and started an auction process. Today's deal comes at a 41 percent premium to the prior offer.

With the deal, Bristol-Myers Squibb is gaining approved and marketed products for Type 2 Diabetes, including BYETTA and BYDUREON.

For Bristol-Myers Squibb, the transactions are expected to be dilutive to Non-GAAP earnings per share (EPS) in 2012 and 2013 by approximately $0.03, becoming slightly accretive starting in 2014 with meaningful accretion expected in the later part of the decade.

Under the terms of the definitive merger agreement, Bristol-Myers Squibb will commence a cash tender offer to purchase all of the outstanding shares of Amylin’s common stock for $31.00 per share. The closing of the tender offer is subject to customary terms and conditions, including the tender of a number of shares that constitutes at least a majority of Amylin’s outstanding shares of common stock, on a fully diluted basis, and expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

The companies expect the tender offer to close approximately thirty days after commencement of the tender offer.

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