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Exhibit 99(a)(1)(L)
INSTRUCTIONS FOR CONDITIONAL EXERCISE
(NOTE: BEFORE COMPLETING THE NOTICE OF CONDITIONAL EXERCISE, YOU SHOULD READ THE
ACCOMPANYING MEMORANDUM TO ELIGIBLE OPTION HOLDERS, AS WELL AS THE OFFER TO
PURCHASE AND RELATED LETTER OF TRANSMITTAL.)
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THE NOTICE OF CONDITIONAL EXERCISE MUST BE RECEIVED BY IMCLONE SYSTEMS
INCORPORATED BEFORE 5:00 PM, NEW YORK CITY TIME, ON WEDNESDAY, OCTOBER 24,
2001, UNLESS THE OFFER IS EXTENDED. YOU MUST SIGN AND COMPLETE THE
ACCOMPANYING NOTICE OF CONDITIONAL EXERCISE FOR YOUR DIRECTION TO BE VALID.
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SEND THE NOTICE OF CONDITIONAL EXERCISE TO:
BY MAIL, OVERNIGHT COURIER OR BY HAND: BY FACSIMILE TRANSMISSION:
ImClone Systems Incorporated ImClone Systems Incorporated
Finance Department Finance Department
22 Chubb Way Facsimile: (908) 704-8256
Somerville, NJ 08876 Attn: Conditional Exercise Team
Attn: Conditional Exercise Team
DELIVERY OF THE NOTICE OF CONDITIONAL EXERCISE TO A PERSON OTHER THAN THE
COMPANY IN THE MANNER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DIRECTION.
By signing the Notice of Conditional Exercise, you acknowledge receipt of
the materials relating to the Offer to Purchase dated September 28, 2001 (the
"Offer to Purchase") and the related Letter of Transmittal with respect to the
offer by Bristol-Myers Squibb Biologics Company, a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Bristol-Myers Squibb Company, a
Delaware corporation ("Parent"), to purchase up to 14,392,003 shares of common
stock, par value $0.001 per share (the "Shares"), of ImClone Systems
Incorporated, a Delaware corporation (the "Company"), at a price of $70.00 per
Share (the "Offer"). The number of Shares that Purchaser is offering to purchase
includes Shares issuable upon the conditional exercise of exercisable options to
purchase Shares having exercise prices of less than $70.00 per Share (the "Offer
Price") held by present or former employees and directors of the Company (the
"Option Shares"). The Offer is not being made for Option Shares if the exercise
price of the option is $70.00 per Share or greater.
1. You should complete the Notice of Conditional Exercise to conditionally
exercise eligible options and to tender the Option Shares that you are entitled
to receive upon such conditional exercise, pursuant to the terms and conditions
set forth in the Offer to Purchase furnished to you. By signing the Notice of
Conditional Exercise, you agree that if any Option Shares you validly tendered
are accepted for payment in the Offer, you will receive a cash payment equal to
(a) the number of Option Shares that are accepted for purchase, multiplied by
(b) the difference
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between the Offer Price and the applicable option exercise price(s), less (c)
any taxes required to be withheld, and you further agree to be bound by the
terms and conditions set forth herein and in the Offer to Purchase.
2. By signing the Notice of Conditional Exercise, you acknowledge that the
Company is permitting you to conditionally exercise your options for the purpose
of allowing you to tender Option Shares in the Offer. Further, by signing the
Notice of Conditional Exercise, you acknowledge that if, and to the extent,
Purchaser purchases less than all of your Option Shares (due to proration or
otherwise), your remaining options will not be considered to have been exercised
and will remain outstanding options. In addition, you acknowledge that the order
of the options to be conditionally exercised will be as designated by you in the
Notice of Conditional Exercise. Finally, you acknowledge that if Option Shares
are accepted for payment and paid for by the Purchaser pursuant to the Offer,
the options in respect of such Options Shares will have been irrevocably
exercised.
3. Option Shares tendered pursuant to the Offer to Purchase may be
withdrawn at any time prior to 5:00 PM, New York City time, on October 24, 2001.
After that time, Option Shares may be withdrawn if they have not been accepted
for payment and paid for by Purchaser as provided in the Offer to Purchase at
any time after November 27, 2001. In order to withdraw Option Shares, an option
holder must submit a written or facsimile transmission notice of withdrawal so
that it is timely received by the Company at the address indicated above before
5:00 PM, New York City time, on October 24, 2001. Any such notice of withdrawal
must specify the name and social security number of the option holder who
tendered the Option Shares to be withdrawn and the number of Option Shares to be
withdrawn. All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding. Neither the Company
nor any other person shall be under any duty to give notification of any defects
or irregularities in any notice of withdrawal or incur any liability for failure
to give any such notification. Any Option Shares properly withdrawn will
thereafter be deemed not tendered for purposes of the Offer. However, withdrawn
Option Shares may be retendered by the Expiration Date by again following the
procedures for properly tendering Option Shares.
The Notice of Conditional Exercise must be received by the Company
before 5:00 PM, New York City time, on Wednesday, October 24, 2001. You must
sign and complete the Notice of Conditional Exercise form for your direction to
be valid.
GENERAL TERMS AND CONDITIONS OF THE OFFER APPLICABLE TO OPTION SHARE TENDERS:
NOTE: BY SIGNING THE NOTICE OF CONDITIONAL EXERCISE, YOU ALSO AGREE TO THE
FOLLOWING TERMS AND CONDITIONS.
1. You will, upon request, execute and deliver any additional documents
deemed by the Company or the Depositary to be necessary or desirable to complete
the sale, assignment and transfer of the Option Shares tendered hereby and have
read, understand and agree with all of the terms of the Offer to Purchase.
2. Purchaser will pay any stock transfer taxes with respect to the sale and
transfer of any Option Shares to it or its order pursuant to the Offer to
Purchase. You understand that (a) the purchase price for Option Shares (less the
applicable option exercise price(s) and less any taxes required to be withheld)
will be paid to you (you cannot elect to have the purchase price paid to another
person); (b) you will be responsible for paying federal and state income taxes
arising from the sale of the Option Shares in the Offer (a portion of which may
be withheld as described in Instruction 3 below).
3. Under the U.S. federal income tax laws, the Company may be required to
withhold income and employment taxes from the amount of any payments made to
option holders pursuant to the Offer. See Section 5 of the Offer to Purchase.
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4. The Company reserves the absolute right to reject any or all conditional
exercises of options it determines not to be in proper form or which may be
unlawful. The Company's interpretation of these Instructions for Tender of
Options will be final and binding on all parties. No conditional exercises of
options or tenders of Option Shares will be deemed to be properly made until all
defects and irregularities have been cured or waived. Neither the Company nor
any other person shall be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.
5. Questions and requests for assistance or additional copies of the Offer
to Purchase and these Instructions for Conditional Exercise should be directed
to either the Company's Finance Department in New Jersey or the Company's Legal
Department in New York. You may also call Catherine Vaczy, Vice President, Legal
and Associate General Counsel of the Company at (646) 638-5032 or Kurt Elster,
Controller of the Company at (908) 541-8111.
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