Davis Polk is advising AstraZeneca plc in connection with the expansion of its diabetes alliance with Bristol-Myers Squibb Company through Bristol-Myers Squibb’s acquisition of Amylin Pharmaceuticals, Inc.
Bristol-Myers Squibb has agreed to acquire Amylin for $31.00 in cash, or an aggregate purchase price of approximately $5.3 billion, pursuant to a cash tender offer and second step merger. The total value of the transaction, including Amylin’s net debt and a contractual payment obligation to Eli Lilly and Company, is approximately $7 billion. The closing of the tender offer is subject to customary terms and conditions and the closing is expected to occur approximately thirty days after commencement.
Following completion of the acquisition, AstraZeneca and Bristol-Myers Squibb will enter into collaboration arrangements, based on the framework of their existing diabetes alliance, regarding the development and commercialization of Amylin’s portfolio of products, and AstraZeneca will make a payment to Amylin, which will then be a wholly-owned subsidiary of Bristol-Myers Squibb, of approximately $3.4 billion in cash. Profits and losses arising from the collaboration will be shared equally.
AstraZeneca, headquartered in London, is a global biopharmaceutical business operating in over 100 countries with a primary focus on the discovery, development and commercialization of prescription medicines for gastrointestinal, cardiovascular, neuroscience, respiratory and inflammation, oncology and infectious disease.
The Davis Polk corporate team includes partner Paul R. Kingsley and associates Sapna Dutta and Daniel R. Marx. Partner Frank J. Azzopardi and associate David R. Bauer are providing intellectual property advice. Partner Neil Barr and counsel Gregory T. Hannibal are providing tax advice. Partner Joel M. Cohen and counsel Stephen M. Pepper are providing HSR and related regulatory advice. Partner Simon Witty is advising in connection with English law matters. Members of the Davis Polk team are based in the New York and London offices.
