Bristol Myers Squibb and MyoKardia, Inc today announced a definitive merger agreement under which Bristol Myers Squibb will acquire MyoKardia for $13.1 billion, or $225.00 per share in cash.
The transaction was unanimously approved by both the boards of directors of both Bristol Myers Squibb and MyoKardia and is anticipated to close during the fourth quarter of 2020.
MyoKardia is a clinical-stage biopharmaceutical company discovering and developing targeted therapies for the treatment of serious cardiovascular diseases. The acquisition will provide Bristol Myers Squibb with mavacamten, a potential first-in-class cardiovascular medicine for the treatment of obstructive hypertrophic cardiomyopathy (HCM), a chronic heart disease with high morbidity and patient impact. MyoKardis will be submitting a New Drug Application (NDA) for mavacamten for the treatment of symptomatic obstructive HCM to the US Food and Drug Administration (FDA) in the first quarter of 2021.
Bristol Myers Squibb expects to explore the full potential of mavacamten in additional indications, including non-obstructive HCM, as well as develop MyoKardia’s promising pipeline of novel compounds, including two clinical-stage therapeutics: danicamtiv (formerly MYK-491) and MYK-224.
“The acquisition of MyoKardia further strengthens our portfolio, pipeline and scientific capabilities, and is expected to add a meaningful medium- and long-term growth driver,” said Giovanni Caforio, MD, board chair and chief executive officer of Bristol Myers Squibb.
“MyoKardia, formed eight years ago, has established an unparalleled pipeline of targeted therapeutics designed to change the course of disease and return the heart to normal function,” said Tassos Gianakakos, chief executive officer of MyoKardia.
Bristol Myers Squibb expects the transaction, when complete, to further strengthen the company’s outlook with the addition of mavacamten, which has significant commercial potential in the lead indication, obstructive HCM, and upside in additional future indications, including non-obstructive HCM.
Through this acquisition, Bristol Myers Squibb gains MyoKardia’s critical talent and capabilities on the US West Coast, which will support fully realising the opportunity in obstructive HCM and exploring the full potential of mavacamten in additional indications.
The transaction is expected to add a significant growth driver during the medium- to long-term. It is expected to be minimally dilutive to Bristol Myers Squibb’s non-GAAP earnings per share (EPS) in 2021 and 2022 and accretive beginning in 2023.
Under the terms of the merger agreement, a subsidiary of Bristol Myers Squibb will promptly commence a tender offer to acquire all of the outstanding shares of MyoKardia’s common stock for $225.00 per share in cash.
MyoKardia’s board has unanimously recommended that MyoKardia shareholders tender their shares in the tender offer.
The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of MyoKardia’s common stock and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Following the successful closing of the tender offer, Bristol Myers Squibb will acquire all remaining shares of MyoKardia that are not tendered into the tender offer through a second-step merger at the same price of $225.00 per share.
Bristol Myers Squibb expects to finance the acquisition with a combination of cash and debt.