Bristol-Myers Squibb Company (NYSE: BMY) announced today that the Hart-Scott-Rodino (HSR) waiting period for its tender offer for ZymoGenetics, Inc. (NASDAQ: ZGEN) has expired.
Bristol-Myers Squibb initiated on September 10, 2010, through its wholly-owned subsidiary Zeus Acquisition Corporation, a cash tender offer to purchase all outstanding shares of common stock of ZymoGenetics for $9.75 per share.
The expiration of the HSR waiting period satisfies one of the conditions to the tender offer, which will expire at 12:00 midnight (New York City time) on Thursday, October 7, 2010, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer remains subject to customary terms and conditions, including the tender of a number of shares which is equal to or greater than 48,282,192 shares (which represents approximately 56% of the outstanding shares as of August 31, 2010, which in turn represents a majority of the shares on a fully-diluted basis, excluding certain shares underlying derivative securities that are significantly out-of-the-money).
Georgeson Inc. is acting as information agent for Bristol-Myers Squibb. Morgan Stanley & Co. Inc. is serving as financial advisor to Bristol-Myers Squibb in connection with the transactions and as the dealer-manager for the tender offer. Kirkland & Ellis LLP is acting as legal counsel to Bristol-Myers Squibb. Goldman, Sachs & Co. is serving as financial advisor to ZymoGenetics in connection with the transactions and ZymoGenetics is represented by Latham & Watkins LLP.