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Bristol-Myers Squibb (BMY) Completes Acquisition of Turning Point Therapeutics (TPRX)

August 17, 2022 8:32 AM EDT

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Bristol Myers Squibb (NYSE: BMY) announced today that it has successfully completed its acquisition of Turning Point Therapeutics, Inc. (“Turning Point”), in an all-cash transaction. With the completion of the acquisition, Turning Point shares have ceased trading on the NASDAQ Global Select Market and Turning Point is now a wholly owned subsidiary of Bristol Myers Squibb.

“Turning Point has distinguished itself in the field of precision oncology, and this acquisition will further strengthen our leading oncology franchise,” said Elizabeth Mily, Executive Vice President, Strategy & Business Development, Bristol Myers Squibb. “With Turning Point’s lead asset, repotrectinib, Bristol Myers Squibb will be positioned to address a significant unmet medical need for ROS1-positive non-small cell lung cancer patients. We look forward to bringing this promising, innovative medicine to patients in the second half of 2023.”

Through the transaction, Bristol Myers Squibb gains a pipeline of investigational medicines designed to target the most common mutations associated with oncogenesis, including repotrectinib. Repotrectinib is a next-generation, potential best-in-class tyrosine kinase inhibitor targeting the ROS1 and NTRK oncogenic drivers of non-small cell lung cancer (NSCLC) and other advanced solid tumors. In the Phase 1/2 TRIDENT-1 clinical trial, longer duration of response has been observed in the landmark analysis with repotrectinib than with existing ROS1 agents in first-line NSCLC. The asset has been granted three Breakthrough Therapy Designations from the U.S. Food and Drug Administration.

Bristol Myers Squibb expects repotrectinib to be approved in the U.S. in the second half of 2023 and become a new standard of care for patients with ROS1-positive NSCLC in the first-line setting. Bristol Myers Squibb also plans to continue to explore the potential of Turning Point’s promising pipeline of novel compounds.

Bristol Myers Squibb’s previously announced tender offer for all outstanding shares of common stock of Turning Point for $76.00 per share expired at 5:00 p.m. Eastern Time on August 15, 2022. Approximately 41,896,678 shares of Turning Point common stock were validly tendered, and not validly withdrawn from the tender offer, representing approximately 84% of Turning Point’s issued and outstanding shares of common stock. In accordance with the terms of the tender offer, all shares that were validly tendered and not validly withdrawn have been accepted for payment and Bristol Myers Squibb expects to promptly pay for all such shares.

Following completion of the tender offer, Bristol Myers Squibb completed the acquisition of Turning Point through the merger of its wholly owned subsidiary, Rhumba Merger Sub Inc., with and into Turning Point, without a vote of Turning Point’s stockholders pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. As a result of the merger, each share of common stock of Turning Point issued and outstanding and not tendered in the tender offer was automatically converted into the right to receive an amount in cash equal to $76.00, without interest, subject to any applicable withholding of taxes, the same price offered in the tender offer.

Turning Point shareholders can direct questions regarding the tender offer to MacKenzie Partners, Inc., the information agent for the tender offer, toll free, at 1-800-322-2885.

Advisors

Gordon Dyal & Co., LLC, is serving as the exclusive financial advisor to Bristol Myers Squibb, and Kirkland & Ellis, LLP, is serving as legal counsel. Goldman Sachs & Co., LLC, is serving as the exclusive financial advisor to Turning Point Therapeutics, and Cooley, LLP, is serving as legal counsel.



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