Bristol Myers Squibb (NYSE:BMY) and Turning Point Therapeutics,
Inc. (NASDAQ:TPTX) (“Turning Point”) today announced the expiration
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (“HSR Act”), and the receipt
of merger control clearance from the Federal Cartel Office of
Germany (“FCO”), in connection with the previously announced offer
(the “Offer”) to acquire all outstanding shares of common stock of
Turning Point at a price of $76.00 per share in an all-cash
transaction for total consideration of approximately $4.1 billion.
The expiration of the HSR Act waiting period occurred at 11:59 p.m.
Eastern Time on August 15, 2022, and the FCO clearance was received
on August 15, 2022. The Offer expired at 5:00 p.m. Eastern Time on
August 15, 2022 (the “Expiration Time”), and the Offer was not
extended.
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Equiniti Trust Company, the depositary for the Offer, has
advised that, as of the Expiration Time, approximately 41,896,678
shares of common stock were validly tendered, and not validly
withdrawn pursuant to Offer, representing approximately 84% of the
issued and outstanding shares of common stock.
The parties expect the transaction to close on August 17, 2022,
promptly following the acceptance of all shares of common stock
validly tendered and not validly withdrawn pursuant to the
Offer.
Turning Point shareholders can direct questions regarding the
Offer to MacKenzie Partners, Inc., the information agent for the
Offer, toll free, at 1-800-322-2885.
About Bristol Myers
Squibb
Bristol Myers Squibb is a global biopharmaceutical company whose
mission is to discover, develop and deliver innovative medicines
that help patients prevail over serious diseases. For more
information about Bristol Myers Squibb, visit us at BMS.com or
follow us on LinkedIn, Twitter, YouTube, Facebook, and
Instagram.
About Turning Point Therapeutics
Inc.
Turning Point Therapeutics is a clinical-stage precision
oncology company with a pipeline of investigational drugs designed
to address key limitations of existing cancer therapies. The
company’s lead drug candidate, repotrectinib, is a next-generation
kinase inhibitor targeting the ROS1 and TRK oncogenic drivers of
non-small cell lung cancer and advanced solid tumors.
Repotrectinib, which is being studied in a registrational Phase 2
study in adults and a Phase 1/2 study in pediatric patients, has
shown antitumor activity and durable responses among kinase
inhibitor treatment-naïve and pre-treated patients. The company’s
pipeline of precision oncology drug candidates is being studied
across a variety of solid tumors. The company is driven to develop
therapies that mark a turning point for patients in their cancer
treatment. For more information, visit www.tptherapeutics.com.
Additional Information about the Offer
and Where to Find It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
securities, nor is it a substitute for the tender offer materials
that Bristol Myers Squibb and Rhumba Merger Sub Inc. (“Offeror”)
filed with the SEC. At the time the tender offer was commenced,
Bristol Myers Squibb caused Offeror to file a tender offer
statement on Schedule TO and Turning Point filed a recommendation
statement on Schedule 14D-9. INVESTORS AND TURNING POINT’S
STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER
STATEMENT AND THE RELATED SOLICITATION/ RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 FILED BY TURNING POINT WITH THE SEC, AS AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE CONSIDERED BY TURNING POINT’S INVESTORS
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. These
documents are available at no charge on the SEC’s website at
www.sec.gov. In addition, a copy of the offer to purchase, letter
of transmittal and certain other related tender offer documents may
be obtained free of charge at www.bms.com or by directing a request
to Bristol Myers Squibb, Office of the Corporate Secretary, 430
East 29th Street, 14th Floor, New York, New York 10154-0037. A copy
of the tender offer statement and the solicitation/recommendation
statement are made available to all stockholders of Turning Point
free of charge at www.tptherapeutics.com.
In addition to the offer to purchase, the related letter of
transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, Bristol Myers Squibb and
Turning Point file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read any
reports, statements or other information filed by Bristol Myers
Squibb or Turning Point with the SEC at no charge on the SEC’s
website at www.sec.gov.
Cautionary Statement Regarding
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, regarding, among other things, the acquisition of Turning
Point by Bristol Myers Squibb. These statements may be identified
by the fact they use words such as “should,” “could,” “expect,”
“anticipate,” “estimate,” “target,” “may,” “project,” “guidance,”
“intend,” “plan,” “believe,” “will” and other words and terms of
similar meaning and expression in connection with any discussion of
future operating or financial performance, although not all
forward-looking statements contain such terms. All statements that
are not statements of historical facts are, or may be deemed to be,
forward-looking statements. These statements are only predictions,
and such forward-looking statements are based on current
expectations and involve inherent risks and uncertainties,
including factors that could delay, divert or change any of them,
and could cause actual outcomes and results to differ materially
from current expectations. No forward-looking statement can be
guaranteed. Actual results may differ materially from current
expectations because of numerous risks and uncertainties including
with respect to (i) the timing of the closing of the merger, (ii)
the risk that the expected benefits or synergies of the acquisition
will not be realized, (iii) the risk that legal proceedings may be
instituted related to the merger agreement, and (iv) unanticipated
difficulties or expenditures relating to the proposed transaction,
the response of business partners and competitors to the
consummation of the transaction and/or potential difficulties in
employee retention as a result of the consummation of the proposed
transaction. Forward-looking statements in this communication
should be evaluated together with the many uncertainties that
affect Bristol Myers Squibb’s business, particularly those
identified in the cautionary factors discussion in Bristol Myers
Squibb’s Annual Report on Form 10-K for the year ended December 31,
2021, and its subsequent Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K and in Turning Point’s Annual Report on Form
10-K for the year ended December 31, 2021 and its subsequent
Quarterly Reports on Form 10-Q , as well as other documents that
may be filed by Bristol Myers Squibb or Turning Point from time to
time with the SEC. Neither Bristol Myers Squibb nor Turning Point
undertakes any obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise. The forward-looking statements made in this
communication relate only to events as of the date on which the
statements are made.
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Bristol Myers Squibb Media: media@bms.com Investor
Relations: investor.relations@bms.com
Turning Point Therapeutics Media and Investor Relations:
ir@tptherapeutics.com
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