| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 3, 2020, MyoKardia, Inc., a Delaware corporation (the “Company”), Bristol-Myers Squibb Company, a Delaware corporation (“Parent”), and Gotham Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will commence a cash tender offer (the “Offer”) to acquire all of the issued and outstanding shares of the common stock, par value $0.0001 per share, of the Company (“Common Stock”) at a price per share of $225.00, net to the seller in cash without interest (the “Offer Price”) and subject to any withholding of taxes required by applicable law. The Offer will initially remain open for 20 business days, subject to extension under certain circumstances.
Merger Sub’s obligation to accept for payment shares of Company Common Stock validly tendered pursuant to the Offer is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including that (i) there be validly tendered and not properly withdrawn a number of shares of Company Common Stock (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as defined by Section 251(h)(6) of the DGCL), together with the shares of Company Common Stock then owned by Parent or Merger Sub, representing at least one share more than 50% of the then outstanding shares of Company Common Stock; (ii) the waiting period (and extensions thereof) applicable to the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired or been terminated; (iii) there is no restraint in effect enjoining, making illegal or otherwise prohibiting consummation of the Offer and the Merger; (iv) there is no action instituted or pending by a governmental authority of competent jurisdiction seeking any judgment to prevent, prohibit or make illegal the consummation of the Offer or the Merger or otherwise to prohibit, limit, restrain or impair in any material respect Parent’s ability to own and operate a material portion of the Company’s or Parent’s assets or businesses, subject to certain exceptions; (v) the accuracy of the representations and warranties of the Company contained in the Merger Agreement, subject to customary thresholds and exceptions; (vi) the Company’s compliance in all material respects with its covenants and agreements contained in the Merger Agreement; and (vii) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement).
Following the consummation of the Offer, subject to the conditions set forth in the Merger Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub will merge with and into the Company, with the Company as the surviving corporation in the Merger. The Merger will be governed by Section 251(h) of the DGCL, with no stockholder vote required to consummate the Merger.
Pursuant to the Merger, each issued and outstanding share of Company Common Stock (other than (i) shares of Company Common Stock with respect to which the holders thereof have properly exercised and perfected demands for appraisal of such shares in accordance with the DGCL, (ii) shares of Company Common Stock that are owned by the Company as treasury stock, and (iii) shares of Company Common Stock then held by Parent or Merger Sub) will be converted automatically into and will thereafter represent only the right to receive $225.00 in cash, without interest.
In addition, immediately prior to the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of any holder thereof (i) each Company stock option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive for each share of Company Common Stock underlying such Company stock option, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash equal to the excess of the Offer Price over the per share exercise price of such Company stock option, (ii) each Company RSU award with time-based vesting that is outstanding immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive for each share of Company Common Stock underlying such Company RSU award, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash equal to the Offer Price, and (iii) each Company RSU award subject to performance-based vesting that is outstanding immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive for each share of Company Common Stock underlying such award, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash equal to the Offer Price, which amount will be payable on the same schedule and subject to the same vesting conditions (including any acceleration of vesting conditions) as applied to such Company RSU award immediately prior to the Effective Time.
