Bristol-Myers Squibb Company completed the acquisition of Mirati Therapeutics, Inc. from a group of shareholders.
The transaction is subjected to Mirati's shareholders, regulatory approval, the absence of certain legal restraints preventing or otherwise making illegal the consummation of the Merger, no Material Adverse Effect with respect to the Company having occurred since the signing of the Merger Agreement and the expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ?HSR Act?) applicable to the Merger or of any commitments by the parties not to consummate the Merger before a certain date under a timing agreement. The transaction was unanimously approved by both the Bristol Myers Squibb and the transaction committee of Mirati Boards of Directors. On November 17, 2023, Mirati Therapeutics filed a Premerger Notification and Report Form under the HSR Act with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission in connection with the transaction and the required waiting period under the HSR Act for the Merger will expire at 11:59 p.m., Eastern Time on December 18, 2023, unless such period is terminated earlier or extended. The transaction is anticipated to close by the first half of 2024. As of November 15, 2023, Mirati announced that the special meeting of shareholders is scheduled for December 13, 2023. As of December 13, 2023, Mirati shareholders approved the merger. As of December 19, 2023, the transaction is expected to close in the first quarter of 2024.
Evercore Group LLC acted as financial advisor to Bristol-Myers Squibb Company. Morgan Stanley & Co. LLC acted as financial advisor to Bristol-Myers Squibb Company. Jonathan L. Davis, Emily Lichtenheld, Daniel E. Wolf, Scott D. Price, Katherine C. Nemeth, Patricia A. Carson, Amber Harezlak, Sophia Hudson, Sara B. Zablotney and Vivek Ratnam of Kirkland & Ellis LLP acted as legal advisor to Bristol-Myers Squibb Company. Centerview Partners LLC acted as financial advisor and fairness opinion provider to Mirati Therapeutics, Inc. Paul, Weiss is advising Centerview Partners as financial advisor to Mirati Therapeutics. Graham Robinson, Maya P Florence, Laura P Knoll, Timothy F. Nelson, Maria Raptis, Resa K Schlossberg, Moshe Spinowitz and Annie Villanueva Jeffers of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Mirati Therapeutics, Inc. Computershare Trust Company, N.A. acted as depositary to Mirati Therapeutics in the transaction. Wohl & Fruchter LLP acted as a fairness opinion provider to Mirati Therapeutics. In connection with Centerview?s services as the financial advisor to the Board of Directors, Mirati has agreed to pay Centerview an aggregate fee of approximately $53 million, $2.5 million of which was payable upon the rendering of Centerview?s opinion and the remainder of which is payable contingent upon consummation of the Transactions. Computershare Trust Company, N.A. acted as Depositary and transfer agent to Mirati. Mirati retained Innisfree M&A Incorporated, a proxy solicitation firm to solicit proxies in connection with the Special Meeting at a cost of approximately $40,000, plus a success fee of $20,000. Stephen M. Kotran of Sullivan & Cromwell, Financial Advisory Arm acted as financial advisor to Bristol in the transaction.
Bristol-Myers Squibb Company (NYSE:BMY) completed the acquisition of Mirati Therapeutics, Inc. (NasdaqGS:MRTX) from a group of shareholders on January 23, 2024. The transaction is expected to be treated as a business combination and to be dilutive to Bristol Myers Squibb?s non-GAAP earnings per share by approximately $0.35 per share in 2024.