The Public M&A and Life Sciences teams represented longtime Goodwin client MyoKardia, Inc. (Nasdaq: MYOK) in its definitive merger agreement to be acquired by Bristol Myers Squibb for $13.1 billion. Under the terms of the merger agreement, a subsidiary of Bristol Myers Squibb will 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 of Directors unanimously approved the transaction and 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. The transaction was unanimously approved by both the Bristol Myers Squibb and MyoKardia Boards of Directors and is currently 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. Through this transaction, Bristol Myers Squibb gains mavacamten, a potential first-in-class cardiovascular medicine for the treatment of obstructive hypertrophic cardiomyopathy, a chronic heart disease with high morbidity and patient impact.
The Goodwin team was led by Stuart Cable, Lisa Haddad, Mitchell Bloom, Mike Patrone and Maggie Wong with invaluable assistance from Andrea Murino, Kirby Lewis, Sarah Bock, Robert Crawford, Stephanie Philbin, Daniel Karelitz, Michael Jones, Jennifer Fay, Natalie Martirossian, Jackie Klosek, Grace Wirth, Cecila Lockner, Chukwudi Udeogalanya, Hayden Hutton, William Stanton, Jordan Howe, Matthew Wheatley, Andre Amorim, Nicole Spiteri and Sophie Duffy.