UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMYLIN PHARMACEUTICALS, INC.
(Name of Subject Company)
AMYLIN PHARMACEUTICALS, INC.
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
032346108
(CUSIP Number of Class of Securities)
Daniel M. Bradbury
President and Chief Executive Officer
Amylin Pharmaceuticals, Inc.
9360 Towne Centre Drive
San Diego, California 92121
(858) 552-2200
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Nancy Lieberman
Ann Beth Stebbins
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This filing relates solely to preliminary communications made before the commencement of a planned tender offer by B&R Acquisition Company, a wholly-owned subsidiary of Bristol-Myers Squibb Company (“Bristol-Myers Squibb”), for all of the outstanding shares of common stock of Amylin Pharmaceuticals, Inc. (“Amylin”), to be commenced pursuant to the terms of an Agreement and Plan of Merger, dated June 29, 2012, by and among Amylin, Bristol-Myers Squibb and B&R Acquisition Company.
Forward-Looking Statement
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than historical facts included in this communication, including statements regarding the timing and the closing of the tender offer and merger transactions; the ability of Bristol-Myers Squibb to complete the transactions considering the various closing conditions; and any assumptions underlying any of the foregoing, are forward looking statements. These intentions, expectations, or results may not be achieved in the future and various important factors could cause actual results or events to differ materially from the forward-looking statements that Amylin makes, including uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Amylin’s stockholders will tender their stock in the offer; the possibility that competing offers may be made; the possibility that various closing conditions to the transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; that there is a material adverse change of Amylin; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; as well as other cautionary statements contained elsewhere herein and in Amylin’s periodic reports filed with the Securities and Exchange Commission, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. Given these uncertainties, you should not place undue reliance on these forward-looking statements, which apply only as of the date of this communication.
Any forward-looking statements speak only as of the date of this communication and Amylin undertakes no obligation to publicly revise any such statements to reflect events or circumstances that arise after the date of this communication. Amylin qualifies all of the information contained in this communication, and particularly these forward-looking statements, by these cautionary statements.
Additional Information and Where to Find It
The tender offer described in this communication has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Bristol-Myers Squibb will cause B&R Acquisition Company to file with the U.S. Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO. Investors and Amylin stockholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by Amylin with the SEC, because they will contain important information. These documents will be 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 (once they become available) may be obtained free of charge by directing a request to Bristol-Myers Squibb at www.bms.com or Office of the Corporate Secretary, 345 Park Avenue, New York, New York 10154-0037. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all stockholders of Amylin free of charge at www.amylin.com or by contacting Amylin Pharmaceuticals, Inc. at 9360 Towne Centre Drive, San Diego, California 92121, Telephone Number (858) 552-2200.
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 Amylin file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Bristol-Myers Squibb or Amylin at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Bristol-Myers Squibb’s and Amylin’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Transcript of Town Hall Meeting with Daniel M. Bradbury and Mark J. Gergen for Amylin Pharmaceuticals, Inc. Employees, dated July 3, 2012 | |
| 99.2 | Transcript of Town Hall Meeting with Daniel M. Bradbury and representatives of Bristol-Myers Squibb Company and AstraZeneca PLC for Amylin Pharmaceuticals, Inc. Employees, dated July 3, 2012 | |
Exhibit 99.1
Town Hall Meeting
| Dan: |
So everybody can hear. All right, well good morning. Very exciting day here for Amylin. As I know that you’re all aware, we announced on Friday, late Friday night, after a very long day, we announced that we are entering into a definitive merger agreement with Bristol-Myers Squibb. It’s actually part of a two-part process in that Bristol-Myers Squibb will acquire Amylin and then they will enter into a collaboration with AstraZeneca, so that both AstraZeneca and Bristol-Myers Squibb will be working with us going forward, as a company. | |
| Now first and foremost I should say, Friday was just the first part because it’s the announcement, but before I talk about how things are going to go going forward, just to tell you that this is really recognition of a huge amount of value that’s been created by everybody here in this room. It put things in perspective for everybody. This transaction which is basically a $7 billion transaction is the largest transaction in biotech history here in San Diego. And it’s really recognized as all the hard work that everybody here has done and the value that we’ve created as a company for our shareholders. | ||
| I think also very, very importantly, and I think critical that everybody understands this, it also now creates the opportunity for the innovation that we’ve had here in San Diego and in Ohio and also the work that’s been done by our commercial organization across the United States. It really now creates the opportunity for many, many more patients around the world to benefit from our products, which is at the end of the day, that’s what drives us here. Amylin is – what can we do to create new medicines that can improve the lives of many patients? And AstraZeneca and Bristol-Myers I can tell you are absolutely ecstatic to be working with us on this. I mean they’re very excited and I could tell you that it’s really going to create the opportunity to have a lot more people benefit from the products that we produce. | ||
| As I said, the announcement on Friday is just the first part of this transaction. So what you’ll be hearing from everybody, from your leaders in the company is that essentially going forward, until this transaction closes, which will be when all of the shares have been tendered and essentially paid for at closing, until that occurs, essentially we have to run Amylin as business as usual. And there are a few technical things that we have to be aware of, and I’m going to ask – where’s Mark Gergen — at some point – I’ll ask Mark in a minute to step up and just give you some details about some of the things that we have to be considerate of with regards to this transaction and what it means in terms of the way we operate. | ||
| The one question that I know everybody is asking themselves and it’s the first thing that you should be asking yourself, is what does this mean for me? Right? And I want to be very up front with you all about this and just say the bottom-line on that is, I don’t know. And none of us know and by the way, BMS doesn’t know and AstraZeneca doesn’t know either. This thing all came together very, very quickly in the last two days of last week and so at this point, there’s a lot of planning that needs to happen, but we don’t know what the implications are going forward. | ||
| I could tell you that this morning that BMS did an investor call and on that investor call, they talked extensively about how important it was that things continued to run here at Amylin in the way that they have been running. We’re in the middle of a major launch. They want to see that launch be very, very successful. And also, not only in the middle of a major launch, but as you know, we’ve got regulatory filings that are going in, we’ve got new products that we’re also hoping to get approved this year as well. And so there’s a lot of things that have to continue to happen for this to be a successful merger for them as well. So I think we’re going to learn more as the transition occurs over time, but at this point, we really have no guidance with respect to the – what it actually means for any individual in the company. | ||
| Now that having been said, this afternoon you’ve been invited also to another all-employee meeting and we have people from – senior leadership within Bristol-Myers Squibb and AstraZeneca coming out and they’ll be talking to you this afternoon about what their current – what their current thinking is about how things are going to be going forward. | ||
| As I said earlier, Friday, the announcement on Friday evening is only the first part of the transaction. And so I think it’s important that everybody understands that the transaction isn’t completed until it is completed. And so until that occurs, essentially we’ll be running things as business as usual. | ||
| So with that all said, I’m going to be happy to take some questions in a moment, but before I do, I’m going to ask Mark just to talk about some of the technical things around the deal and then we can – I’ll take as many questions that anybody has about the announcement. Thanks. | ||
| Mark: |
All right, is this on? All right. Sounds like yes. I won’t go into a lot of detail here. As Dan said, this is the first step in the transaction. We probably have – we’re estimating – 45 days until the transaction is actually closed. That will become clearer over the course of the next few days. There’s some regulatory filings and things that have to occur in order to get us to sort of the finish line. So until that time, we need to run the business as usual, for the most part. It’s still Amylin as a standalone public company. We need to run it, we need to file our SEC reports, our 10-Q, all of that kind of stuff needs to continue as usual. | |
| There are a couple of requirements in the contract of things that we do have to be mindful of during this transition period. They really fall into three categories. But before I go into those, I’ll tell you that the legal department here will be fully briefed on all of those, so they’re going to get into the detail today about what those requirements are, so as these things emerge, if you have any questions, go to your legal business partner. They will be prepared to answer any questions about these restrictions. They’re not extensive, but they’re things that are important. | ||
| Also, there will be an email, a more summary email going out to MBR, probably following these meetings this morning that also at a little bit higher level just talks about what those restrictions are. They really fall into three categories and they’re things that because BMS and AZ are intending to buy the business and they will own the business after closing, they want to be aware of things that are very material to the company or things that would impact the business longer term. So those three things really, in broad categories, are: if there are anything related to safety, any new safety issues related to the product that emerge over the course of the next 45 days, we need to give them notice of those and actually get their engagement to think about how we respond and how we deal with them, as obviously those could be significant to the business in the long term. So issues related to safety we’ll have to give them notification and engage with them on. | ||
| The second category is similar, interactions related to the FDA and other major regulatory authorities. So to the extent we’re doing any submissions, so think about the pen, think about leptin program, where we may be engaging in conversations with the agency about label, about restrictions, about impact to the products in the long term, any major engagements or material engagements with the FDA or other regulatory authorities that we’re aware of, we will have to engage with them on as well. So the regulatory people will be fully briefed so that we can get that process built up very quickly. They’re committed to helping work with us so we can make that as seamless as possible, but it is appropriate for them to have visibility to those big regulatory interactions. | ||
| The third category is where we are entering into any major contracts that will commit the company for the long term, since they’re going to own the company in the long term, presumably. Any major material contract to the business. They have a consent right on, they don’t get to make the decision, but if we’re entering into major long-term supply agreements or payer agreements or things of that nature, we just need to inform them and sort of get their blessing during this interim period. They have a commitment to be reasonable and timely in terms of giving those approvals, and again, that’s where the legal department will be very engaged in making sure that we’re complying with that obligation. | ||
| So that’s really it in three big categories. Again, the legal department will be fully briefed. There’ll be a note out to MBR to remind you of what these categories are and probably over the next couple of days we will come up with a process together with BMS and AZ as to how to make that process as efficient and streamlined as possible. I mean as Dan said, their goal is to make sure there are no disruptions to the business. That should be our goal as well. We need to keep running it. And they want to see things move forward and be effective and productive. So those are kind of the big categories. Again, turn it back to Dan, but can take questions later. | ||
| Dan: |
So before we move on to Q&A, I just want to make some personal comments about this transaction. So many of you know that in two weeks, I’ll have been at Amylin 18 years. And so I have to say the transaction for me personally is very much a bittersweet event, in that I didn’t join Amylin to be part of doing a transaction to sell the company. And for the last 18 years, that’s been very much — my view has been that this is a company that is just a tremendous place to work. And I love working at Amylin. | |
| I have to say though that at the end of the day, when you step back and you have a moment to think about it, for shareholders, this is absolutely a – absolutely fabulous transaction. It’s absolutely the right thing to do for our shareholders. But ultimately for me, the thing that really made it clear to me that it was the right thing to do – this is absolutely the right thing to do for the patients that we serve. You know we’ve just launched BYDUREON. If you look at how we’re doing in the launch of BYDUREON, we’ve actually done a phenomenal job launching BYDUREON here in the United States. Endocrinologists, we’ve just had managed care wins like unexpectedly, not unexpectedly because of our team, but I should say compared with what other companies have done in the industry, we’ve done a tremendous, tremendous job getting access. | ||
| The fact of the matter is though that diabetes as a disease is a disease that affects literally millions of people around the world. And to really get true value to all the people who need those – need our products, you really need to have the global footprint that we will now have as being part of Bristol-Myers Squibb and AstraZeneca. And so ultimately I believe that we’re going to create huge value in this world as a result of this transaction and many, many people as a result of it will live a lot better, longer lives as a result of the innovation here and the reach and the capabilities of being part of Bristol-Myers Squibb and AstraZeneca. So I want everybody to understand that not only is this a great outcome for our shareholders, I really, really believe it’s a great outcome for patients with diabetes as well. | ||
| So with that all said, I’m happy to take any questions that anybody has about the transaction. I’ll answer them to the best – greatest extent I can and somebody there with their hand up back there. And but also, I will just preface that by saying that there’s many things that I’m sure people have got questions about that I don’t know the answer to at this point. Yeah. | ||
| Q: |
[inaudible] | |
| Dan: |
So first and foremost, let’s say, you don’t have to do anything. So let’s just – so before you think about it, you don’t have to do anything. Once this transaction is completed, basically, everything that’s in those accounts will convert to cash. And all your Amylin stock will convert to cash at $31 a share, by the way. So I gather some people are concerned that there’s some kind of machinations that it would be less than $31 a share, it will be at $31 a share. Similarly, all unvested options that are in the money will convert and you’ll be getting documents sent out by HR. They’ll send out all of the things about that. But all of those will convert at $31 a share. So the difference on the options, restricted stock also is the same thing. | |
| There’s one area that’s – we have to figure out exactly how we’re going to deal with yet and that’s options that are going to expire before the transaction completes. And we need to work out how that’s going to be handled and that will depend on what quote, the “record date” is for the transaction. But basically, at this point, you don’t have to do anything. That will all take place automatically in terms of converting. | ||
| Q: |
[inaudible] | |
| Dan: |
Right. So I’m not the expert on the tax, but we will – we’ll get back to you on tax implications and everything, but it should be – as it’s part of a retirement account, I think it stays in that retirement account, unless you take it out of that retirement account, I think that there is no tax implication there. Sir? | |
| Q: |
[inaudible] | |
| Dan: |
So ESPP, a great question. So first and foremost, you can’t sign up for ESPP now, right. But so ESPP, there’ll be a date set at which the ESPP plan will finalize and then anything you’ve been contributing into ESPP, those – the stock will – you’ll be issued that stock and then that will be sold at $31. Glad to see everybody is getting the big picture here. | |
| Q: |
[inaudible] | |
| Dan: |
So… | |
| Mark: |
Dan, you can you repeat the questions? | |
| Dan: |
Yes. So the question was, after the sale is complete, are we employees of BMS? Yes. So you will become an employee of BMS once the transaction’s complete. That will – and but your benefits will continue as Amylin benefits through the end of this year, at a minimum, and then it’s up to them at that point what they want to do from a benefit standpoint. But yes, you become employees of BMS at that point. | |
| Q: |
[inaudible] | |
| Dan: |
Well, I think it’s fair to say that there will be an end of this year. But so I should be – I mean just be very direct about that, the question you’re really asking is, will I be employed at the end of this year, right? And to be very serious about that, I don’t know the answer to that. But what I do know is that all the messaging, and I would come to the event, the employee event that we’re going to have this afternoon because you’ll hear it directly from BMS and AZ, because they’ll be the ones who would be making the decisions at that point. BMS, actually, here in the United States. So but everything they’ve been messaging is that they want to keep this business running as usual and they recognize that they don’t want any disruption at this point and they haven’t made plans at this time. So I can’t answer that. | |
| Q: |
So when the deal closes… | |
| Dan: |
Right. So the change of control policy that we have at Amylin has – there’s two triggers to it. So the first trigger is this change and who you’re employed by. And then the next trigger is if you lose your job. So the question is, do you lose your job? And if you don’t lose your job, then that change of control policy doesn’t trigger. | |
| Q: |
[inaudible] | |
| Dan: |
So if it’s… | |
| Mark: |
Repeat the question. | |
| Dan: |
Yes. So I’ve got to repeat the question apparently. Specifically…is – you get the Amylin package or the BMS package. So if it’s as a result of the transaction and there’s a period of time, and I’m not that sure on exactly what that is. There’s a period of time within – after the completion of the transaction then you would get the Amylin package. | |
| Q: |
[inaudible] | |
| Dan: |
Absolutely, yes. | |
| Q: |
[inaudible] | |
| Dan: |
No. I can absolutely say there is going to be no reductions in force between now and the completion of the transaction. Yeah, absolutely. But good question. | |
| Q: |
So I have a question. Is there any plan for how to handle 401k loans? | |
| Dan: |
Wrong person to be asking the question to on that one. What I would tell you is we’ll get back to you on it about the 401k loans and how that operates and Adrianna will no doubt be able to deal with that. But we’ll get back to you on that one. Sorry, I don’t know the answer to that. | |
| Q: |
So after the 45 days , so you probably . | |
| Dan: |
Yeah, so that’s one of the things that will be… | |
| Mark: |
Repeat the question. | |
| Dan: |
Thank you for the feedback. Yeah, so one of the things we can do during the transition is do the plans going forward. So that’s exactly the kind of thing that we’ll be planning for. And it’s not – I don’t know at this point, the plans that BMS have, whether or not they intend to keep the Amylin name or not associated with the products. Obviously one of the key things is, the products are registered in Amylin’s name, so now at that point, that will change, at the point of completion of the transaction, that registration becomes owned by BMS. And then of course, we’ve got product in the marketplace that’s got Amylin Pharmaceuticals all over it, just like we had when we completed the settlement with Lilly last year, we had products in the marketplace that had Amylin and Lilly on. And it then – we then took a month and we transitioned thereafter. So I think that’s the kind of thing we’ll be planning for over the next few weeks. | |
| Q: |
[inaudible] | |
| Dan: |
So tell me how you really feel. So at the end of the transaction – I’m repeating the question, by the way. At the end of the transaction, will Lilly have – will we have completed things with Lilly? No, is the answer to that. So there’s a lot of transition that still needs to occur with Lilly. And so I was commenting this morning, BYETTA is available in 90 countries around the world. And so one of the things that we have to do is transition all of that to Bristol-Myers Squibb and AstraZeneca and the plans for that need to be developed over the next well, many months probably. And that’s not going to be before the transaction closes, finalization of plans. There’ll be a lot of – that will take a lot of planning. | |
| Q: |
[inaudible] | |
| Dan: |
So I’ll just repeat the question. So is the role of AstraZeneca to be the OUS site? Actually, no, they’re going to be working together here in the United States as well. So and they will be as well overseas. They currently – AstraZeneca and BMS currently have a diabetes collaboration for Onglyza and Kombiglyze, two products that they sell in diabetes. And they operate – they actually it’s – many countries around the world they operate together and in some countries around the world they’re just BMS or just AZ. But it’s actually – they have their own arrangement already sorted out. And I suspect that this will be mirrored to that. | |
| Q: |
[inaudible] | |
| Dan: |
No, yeah. Yes. So was anything discussed during the transaction about employees? Absolutely. Of course. And so what BMS and AZ have said already is first and foremost, Ohio is critical to them going forward and obviously one of the, if you like jewels in Amylin’s crown is the world-class manufacturing facility we have in Ohio. And so they’ve already said publicly they intend to keep everything that’s in Ohio. They haven’t made any decisions about here in San Diego yet. I think they’re very open to kind of like what will be the planning there. And that’s one of the reasons why they’re coming here today, to start that and then make decisions about what’s going forward. As I said earlier, one of the things that they’re very, very conscious of is that there’s a lot of transition that needs to happen with Lilly and that we’re in the middle of a major launch. And so they don’t want to disrupt, in fact, they want to augment the success of that launch. So while there’s no specific plans, I think it’s fair to say they recognize there’s a huge amount of value in the employees here at Amylin and that they – they’ll be talking about that this afternoon and I would – I’d ask that question directly, actually. Take the opportunity to ask them directly. | |
| Q: |
[inaudible] | |
| Dan: |
No, there was no condition. There’s no condition to keep any facility in the Amylin, in Amylin, yeah. | |
| Q: |
I have a question, Dan. It’s Betsy. | |
| Dan: |
Betsy. I was waiting for that one. | |
| Q: |
You were never going to see me. So we obviously have to maintain business as usual, but are there things we can anticipate or activities we can do to make the transition easier, because I’m assuming people will be coming and wanting information and what can we do to make it easier on everybody? | |
| Dan: |
Yeah, so that’s a great question. So one of the things I’ll just tell you is that – so I’ve asked Mark to take the lead here in terms of like this is his ultimate alliance management role that he can have. And one of the things that we’ll be doing over the next week or so is really connecting various groups with the group, the appropriate people within BMS and AZ, so who should be working with going forward and laying out the guidelines of what can be done before the transaction is completed and what can’t. As Mark said, fundamentally, before the transaction is completed, essentially we can do a lot of planning, but we can’t make any changes, major changes to our business. Just so everybody is clear, the reason for that is because while we – our Board of Directors has recommended that shareholders tender their shares at $31 a share, if somebody else came along and said, “By the way, we’d like to now acquire Amylin at a different price,” our Board has a fiduciary responsibility to consider that. I should also be very, very clear that though now as a result of this recommendation, we cannot solicit, we can’t go out and get – and no employee of Amylin, by the way, just to be clear, can actually go out and solicit anybody else to acquire the company. | |
| Mark: |
Maybe I can just…maybe I can just give a little more color on the transition. So BMS, in particular, and AZ have done a lot of acquisitions over time. They know how to do integration, they’ve got teams that this is their job. They run integrations of acquisitions. So what you’ll see Betsy is there’s going to be a lot of planning activity over the course of the next coming weeks. They’re showing up here today really more just to – because they want to talk to the employees, they wanted to say their piece about how excited they are about the company. So I wouldn’t expect them to have a lot of answers to questions today either. They’ve already identified an integration team and a member of their executive committee, actually, is going to be leading the integration team. So I think that says to us that they’re serious about it. But you need to think about the amount of planning and integration that needs to happen. I mean we all tend to think about us here in San Diego, but BMS needs to not just transition San Diego and Ohio and the United States, they need to take all of that worldwide business from Lilly and transition that to BMS and AZ, and they need our help for that. And we’re going to have to be involved helping them plan that and do that. This is a major, major undertaking. So I wouldn’t expect to hear a lot of substance about planning probably for a week or so, but they’re here today, we’ve already got calls scheduled tomorrow and the rest of the week and they’re likely to have at least their high-level planning team back out here next week to meet with us and our team to start doing that. So I would just say, stay tuned. You’re going to be hearing from us on planning for integration, but again, we need to help draw that line between planning for integration and integrating. And we don’t start integrating until the transaction closes, with a couple of those exceptions that I talked about. | |
| Dan: |
Over here. | |
| Q: |
…Hear me? Oh it does work, okay. My question is kind of blends into that. We’ve got a lot of transition work ongoing and we’ve got a lot of decisions that are dependent upon that new business partner and now our new owners. And some of those things have very tight timelines to accomplish what needs to be accomplished. And we’re on hold really because we’ve done as much work as we can to a certain point. Are we on hold for planning with BMS for the next 45 days or can we actually start engaging them to help make decisions to push us forward? | |
| Dan: |
So we can start engaging them and take their input for plans. We can’t implement, based on their decision. So let’s be clear. Because it’s – Amylin is not owned by BMS until the transaction is completed. So they can’t make a decision as an owner until that transaction is complete. Okay? But we can certainly – to Mark’s point, we can start planning and hopefully that will make the planning a bit easier, having clarity now. You’re talking about the transition stuff outside the United States and and the safety database and everything. Absolutely, yes, yes. So here. | |
| Q: |
[inaudible] | |
| Dan: |
I was waiting ‘til we got to the most substantive question of the morning. Summer hours will continue. So Amylin will continue to operate and as I said, all benefits will remain in place until the end of the year. And so summer hours are part of our benefits, right? . So I’m glad you asked the question. Anybody else got any more questions? | |
| Mark: |
There’s one over there Dan. | |
| Dan: |
Okay so – oh, sorry. Somebody else, sorry. | |
| Q: |
[inaudible] | |
| Dan: |
Sorry, I didn’t hear the first part of what you asked the question there. Sorry, I couldn’t… | |
| Q: |
You just mentioned that we can’t – Amylin as a company cannot solicit any more bids for this, but in our experience, in your opinion during the past few weeks of negotiation with others, do you see any chance that other company will come up, come out before the – during the 45 days? | |
| Dan: |
Yeah. So let me just say firstly, you’re absolutely right, we can’t solicit at all, so just say that the process that we went through to end up with the transaction that we have was a very thorough process. And so there are a lot of companies that have looked very closely at acquiring Amylin. You know, in my experience, well, actually I’ve never had this experience before, so I’ll just say that I don’t have any experience here. I think there will be companies looking today, but it was a very thorough process, so I would say it’s a very low probability indeed that somebody would come back and offer more. But that doesn’t mean it can’t happen. But I’d say it’s a low probability. | |
| Q: |
[inaudible] | |
| Dan: |
Yeah, so I’ll just repeat the question. So question was, how often are we going to get updates about what’s going on and BMS’ and AZ’s plans? And also, will we hear…45 days, yeah. So in terms of – the answer to that second part of the question is, I honestly don’t know the answer to that. And that is that there will be regular communication. I mean my expectation is that as things progress, we’ll be keeping you all informed on real-time basis, in terms of what’s actually happening. In terms of decisions that they want to make, I suspect that the vast majority of that will happen in terms of communications after the transaction has occurred. Because until that time, they can’t be seen to be making those decisions. They don’t own Amylin until the transaction is closed. So I suspect that most of that will be – would be after the – after the completion of the transaction. But again, good question. Ask them this afternoon. Joy? | |
| Q: |
[inaudible] | |
| Dan: |
What happens to underwater stock options? Yeah, yeah, yeah. They go away. Yeah, they go away. Sorry about that. Larry came up with an idea this morning, but it’s not going to happen. | |
| Q: |
If the stock price was competitive throughout other companies, what made Bristol-Myerss more attracted to us? | |
| Dan: |
If the stock price… | |
| Q: |
If the stock price was competitive throughout different companies, why did we choose Bristol-Myers? | |
| Dan: |
Well, so ultimately Bristol-Myers, AZ was chosen because they were the highest bid. And let’s be clear. The Board has a fiduciary responsibility to maximize the value for shareholders. But ultimately, the most important is how much somebody is going to pay. | |
| Q: |
[inaudible] | |
| Dan: |
Yeah, So it can shift. Yes, so the – so I think what it said was that they will tender shares within 5 days and thereafter, they expect that the transaction will close within 30. But that can shift, because you have to have regulatory authorities’ approval and not least of which is here in the United States, FTC. But they have to go through something for what is called a Hart-Scott-Rodino review. And but also, because this is a – let’s be clear. This is a global deal, but there are also regulations in other countries that have to be dealt with as well. And Mark can tell you all about the Ukraine if you really want to know. | |
| Mark: |
I could. I mean the press release – the 30 days is really related to the tender process. So the tender offer process needs to be 20 business days, which is actually 30 days. But we think it’s actually more likely it will be close to 45 because it will take us probably until I would say early next week to be ready to file and do the tender offer. So there’s some prep time that has to happen ahead of the 30 day tender period. So I mean I – best case I think is probably 40, 35 to 40 days to get to sort of an initial closing date. But the short answer is, until we do some more work with BMS and AZ over the next couple of days, we – that will firm up here a little bit over the next week or so and we will give you updates to the extent we can, particularly around the things that Amylin can control. I suspect there will be communications from BMS and AZ as well, although they’re somewhat limited as Dan said up until we get to closing. | |
| Dan: |
This side. | |
| Q: |
[inaudible] | |
| Dan: |
That means it’s about 31, right? Yeah, so in the event that the stock goes above $31 in the next – before the transition closes. So that’s a very interesting question. So actually, as you know, at the moment you – everybody got an email last night from Jim Oehler saying that you’re blacked out from trading through – I think it’s Thursday. Actually, theoretically, if it goes above 31, you can trade after that, if you’re not blacked out, if you’re not at the – if you are not part of a group that’s blacked out. Of course, there’s certain people in the company who are blacked out anyhow because we’re at the end of the quarter and we’re closing out the quarter. But yeah, theoretically, if it’s not closed and the stock’s above 31, yeah, you can trade. | |
| Mark: |
There’ll be more communication on that. There are some – because of the tender offer and because of how the record date and other things get set, there may be some additional restrictions on whether or not you can trade. Those will be communicated in due course as we work through the tender offer process. Remember, we’re still a publicly traded company so we’re subject to following all the SEC and NASDAQ rules. And so that may create, as it often does in these kind of situations, some restrictions above and beyond what you normally see. As we see them, we’ll let you know. | |
| Q: |
…My question is, with Lilly and the timeframe between now and then, we’ve had a lot of pushback about them working with the new business partner or the third party or getting three-way CDAs. So in the next 45 days, is there a plan to try to get Lilly to work with BMS and us at the same time? Do we have to wait until after the transaction closes and at that time, since everything is written with Amylin and Lilly, are we going to have any negation and transition work there, so that they will talk to people about things that are maybe not intellectual property that we need help with? | |
| Dan: |
Great question. So over the next week or so we’ll probably figure out exactly what we can and cannot do with BMS and Lilly. Obviously, Lilly is fully aware of the offer that BMS made – BMS has made to buy Amylin. And they’ve committed to transition in a seamless manner with the acquirer of Amylin. But in terms of exactly what can be done before the closing of the transaction, we need to work through the details of that and Mark and his team will be providing input. As you said, there’s three categories where we have actual special obligations and one of them is regulatory. And so we need to go through specifics of what the various different issues are that we’re dealing with. | |
| Well, look, thank you very much everybody for being here this morning. It’s a very historic occasion in San Diego biotech, to put it bluntly. This is an amazing transaction in terms of the value that’s been created by everybody here, for our shareholders. I hope everybody feels very, very proud about what we’ve been accomplished here for our shareholders at Amylin. But most importantly, really, take this – please take this away. The most important thing is now as a result of this transaction, what we’re going to be able to do for patients with the technology that we’ve created here at Amylin. It truly is going to be, I think, spectacular in terms of the number of people who are going to benefit from our products. So thank you very much and I look forward to seeing you all back later on this afternoon when we have our colleagues from BMS and AstraZeneca here. Thank you. |
Forward-Looking Statement
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than historical facts included in this communication, including statements regarding the timing and the closing of the tender offer and merger transactions; the ability of Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) to complete the transactions considering the various closing conditions; and any assumptions underlying any of the foregoing, are forward looking statements. These intentions, expectations, or results may not be achieved in the future and various important factors could cause actual results or events to differ materially from the forward-looking statements that Amylin Pharmaceuticals, Inc. (“Amylin”) makes, including uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Amylin’s stockholders will tender their stock in the offer; the possibility that competing offers may be made; the possibility that various closing conditions to the transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; that there is a material adverse change of Amylin; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; as well as other cautionary statements contained elsewhere herein and in Amylin’s periodic reports filed with the Securities and Exchange Commission, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. Given these uncertainties, you should not place undue reliance on these forward-looking statements, which apply only as of the date of this communication.
Any forward-looking statements speak only as of the date of this communication and Amylin undertakes no obligation to publicly revise any such statements to reflect events or circumstances that arise after the date of this communication. Amylin qualifies all of the information contained in this communication, and particularly these forward-looking statements, by these cautionary statements.
Additional Information and Where to Find It
The tender offer described in this communication has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Bristol-Myers Squibb will cause B&R Acquisition Company to file with the U.S. Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO. Investors and Amylin stockholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by Amylin with the SEC, because they will contain important information. These documents will be 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 (once they become available) may be obtained free of charge by directing a request to Bristol-Myers Squibb at www.bms.com or Office of the Corporate Secretary, 345 Park Avenue, New York, New York 10154-0037. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all stockholders of Amylin free of charge at www.amylin.com or by contacting Amylin Pharmaceuticals, Inc. at 9360 Towne Centre Drive, San Diego, California 92121, Telephone Number (858) 552-2200.
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 Amylin file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Bristol-Myers Squibb or Amylin at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Bristol-Myers Squibb’s and Amylin’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.
Exhibit 99.2
Town Hall Meeting
| Dan: | Okay, well, welcome back. Good to see everybody again. I’m absolutely delighted to introduce to you today colleagues now from Bristol-Myers Squibb and AstraZeneca. And I’d firstly like to introduce Giovanni Caforio. Giovanni is the President of U.S. Pharmaceuticals for Bristol-Myers Squibb. And sitting right next to him is Rich Fante. Rich is the Regional Vice President for the Americas and President of U.S. for AstraZeneca. And as you can see, we’re joined by a large number of colleagues here who we’ve just been having lunch with who have come out to greet with you, meet with you all. And I’m going to hand things over now to Giovanni to say a few words. Okay, thank you. | |
| Giovanni: | Can you hear me? Perfect. Good afternoon, everybody, and thanks for being here. Dan, first of all, thank you. Thank you for enabling us to be here and meet with all of you. And it’s a pleasure to be here. I also want to thank the entire Amylin management team for all of the cooperation and the great work that we’ve seen and the collaboration that we had when we met during the due diligence process. It really was a pleasure to work with all of you. So first of all, let me tell you that the fact that my last name is Italian and Rich is Italian as well is pure coincidence. I want to confirm that AstraZeneca is a UK company and Bristol-Myers Squibb is still an American company. But now going back to a serious note, I also want to thank all of you for being here this afternoon. This is a holiday week, and I know that many of you weren’t planning on being here this afternoon, and I really appreciate your being available. | |
| So before we start, let me actually introduce all of the team from Bristol-Myers Squibb and AstraZeneca. And it is a relatively large team, and as a result of that, I have a piece of paper. But let me start from John Celentano, John is with Bristol-Myers Squibb, he heads the Human Resources, Public Affairs, and Philanthropy Group. And John will actually be the Bristol-Myers Squibb integration lead. Next to John, Lou Schmukler, who is the president of our manufacturing operations, global manufacturing and supply at Bristol-Myers Squibb. Paul Biondi, Paul is head of our R&D Operations. Chris Sinko, who is head of pharmaceutical development. Bernie Leclere, Bernie is also head of strategy and alliance integration within manufacturing. Dave Brienza, the head of R&D Finance. Monica McKee supports the manufacturing organization from an HR perspective. Steve Innaimo, who will be the integration manager. And then from the commercial organization, Mark Pavao, who is the Senior Vice President of CV/Metabolics for the U.S. at Bristol-Myers Squibb. And Sue Sweeney, who heads up the U.S. marketing organization for diabetes. And then Darin Artman. | ||
| So from AstraZeneca with Rich is Briggs Morrison, who is head of Global Medicines Development for AstraZeneca. Lisa Schoenberg, head of sales and marketing for AZ in the U.S. And Marion McCourt, Chief Operating Officer of AstraZeneca, U.S. | ||
| So with that, let me move to what we would like to cover this afternoon. There are really a couple of points we want to cover, and then we’ll start with questions. So Rich. | ||
| Rich: | Thank you, Giovanni. I don’t have an Italian accent. So I just wanted to cover two quick things. I was sitting, I want to tell a little story first. I was sitting in a room; it was a few years back, a room just like this outside Boston, Massachusetts working for a small, successful biopharmaceutical company when I found out that my company had been purchased by a company called Astra-Merck. Have you heard of Astra-Merck? Long time ago. And I learned a lot during that. But one of the things that still sticks with me that I learned during that change is that the products I was working on, the ones that I cared the most about, what I found out is is that having three great companies work on them together was the best way to maximize the impact of the medicine. And that the company that I worked for, even though I loved it, just didn’t have the sort of market force and muscle to really get the product to benefit as many patients as possible. And that working in collaboration, the three companies working together made a huge difference. And that, to me, is the excitement of our future here is that with three great organizations pulling on the oars together, that especially for the exenatide franchise, that we can maximize and achieve the full potential of this medicine. | |
| The second thing is I wanted to give you a little sense of what this Bristol-Myers Squibb AstraZeneca partnership culture is like, like what kind of partnership is this? So I thought of just a couple of things to share. The first is I believe this partnership puts patient health first. There is not a sense of putting profits ahead of patients. We’re guided – and it was interesting talking to some of the Amylin executives at lunch – we’re guided by some of the same conversations that I think you are. The impact that our medicines have on patients with diabetes, how do we make sure as many patients understand the benefits and the risks and doing everything that we can to make sure that we’re successful. That’s the conversations that we’re having. | ||
| The second thing is is there’s a great sense of collaboration. And I would say one of the great things about working with BMS is that they are fantastic listeners. I would say they listen first because they’re really seeking to understand, and they also want to exploit the best of what our company has to offer, they want to exploit the best that their company has to offer, and I’m 100 percent sure that in the partnership we’ll want to exploit the best that Amylin has to offer. | ||
| The last thing is this is a really smart group of executives. You don’t know that yet, but in the partnership, these are really smart, thoughtful people. And that’s why I think the collaboration that I’m a part of has been so successful because of my colleagues at BMS. Very smart, very thoughtful, very experienced. And with that, I’ll turn it back over to my partner. | ||
| Giovanni: | Thank you, Rich. Thank you. So what we’ll cover today briefly is really two words from me on the strategic value of this partnership. Second, you’ll hear from some of the other leaders that are here. We’ll talk a little bit about the integration process and make sure that we have enough time for questions. And as I think about the strategic value of what is happening today and what was announced in the last few days, as you can imagine, we’ve discussed it extensively, we’ve communicated many times over the last few days. And the way I would characterize it is the more we think about it, the more we’re really excited to be able to work together because we can bring three companies that have a passion for diabetes together. You can look at it first from the perspective of the people. As Rich said, we are very focused on doing the right thing for patients with diabetes, that’s clearly the priority of Bristol-Myers Squibb, that’s clearly the priority at AstraZeneca. And from everything we have heard from Dan and the rest of the management team at Amylin and what we know, the same is true here. | |
| The second thing is we can, together, have an incredibly attractive portfolio of products, starting with the exenatide franchise, but also SYMLIN and from our prospective, Onglyza, Kombiglyze XR, the potential to bring Forxiga to market, we can actually bring together a portfolio of very, very innovative and important products in diabetes, and probably one of the broadest and most exciting portfolios in diabetes in the industry. I’m sure it actually is the most exciting and broadest with compounds in every one of the major classes and expertise across the board. | ||
| And then the other point is when you think about it from the capabilities of the company, first, you’ve been extremely successful. BYETTA, you’ve been extremely successful with the launch of BYDUREON. That’s really because of the medicines, but it’s also because of the hard work of many people. You’ve been very successful with providing access to BYETTA and BYDUREON. And in the case of BYDUREON, from the very early launch. Amylin has an extraordinary presence in endocrinology. We actually think that’s going to benefit the BMS and AstraZeneca portfolio, and it’s going to make all of us better in commercializing those two assets. And when Forxiga comes, that one as well. We, together, will be able to have one of the broadest reaches into primary care with a very large organization. And we know that’s important for the growth of GLP-1s, and it’s important for Onglyza and Kombiglyze, as well. And we could work together in medical affairs and clinical development across the board. So I don’t want to, I cannot emphasize this enough, when you think about our three companies, it clearly is a fantastic opportunity for us to consolidate a leadership position we have today, but clearly take it to the next level together. I think that’s the reason why we’re very, very excited to be here and meet with you this afternoon. | ||
| So with that, let me leave the floor to Lou Schmukler, who is going to say a few words, as well. Thank you. | ||
| Lou: | Good afternoon, everybody. I want to echo the comments that my colleagues made, that we’re really excited to be here. I’m speaking from the manufacturing side of both of our companies. And as Giovanni shared, my role at BMS is responsible for our global manufacturing and supply organization. And we’ve got a presence in North America, South America, Europe, and the Asia Pacific region. | |
| Through this process, I’ve had a chance to spend a good bit of time with Paul and meet a number of people in the company already. Learned a lot. Had a chance to visit the Ohio facility, and that is a beautiful facility. And I guess only operations people refer to sites as beautiful facilities. But when you walk into my office, most people have pictures of their kids and their wives, and I have pictures of my manufacturing plants on my credenza. But seriously, very impressed with everything that I’ve seen. | ||
| I’ve been in the industry for 30 years on the manufacturing side. I started when I was 10, so you can gauge about how old I am. But I started 30 years ago on the shop floor. And looking at what Amylin, what Paul and the Amylin organization has accomplished in manufacturing, I can really, I have tremendous respect and can really appreciate what you’ve all accomplished. You have a lot to be proud of, and we’re looking forward to getting to know everybody and getting to know the organization better. We had planned to be in Ohio this morning to meet with the Ohio team and have a townhall with them. But as everybody knows, a very important FDA inspection going on there right now, and the last thing that we wanted to do was to interrupt any of that. | ||
| So the experience here in San Diego, the expertise and experience in the manufacturing organization is tremendously important to us moving forward and our success. So I am looking forward to meeting everybody and understanding the operations that happen here. Similar to what was shared earlier, I’ve been acquired twice in my career, as well. And it gives me a good perspective, I think, as far as some of the concerns and questions that might be on your mind and I think that will serve me well, serve us well as we work through the process here of working through how our companies will work together going forward. | ||
| So again, it’s terrific to be here. Looking forward to getting to know everybody better. And with that, I’ll hand it over to Chris, my R&D colleague. | ||
| Chris: | Thank you, Lou. And good afternoon. My name is Chris Sinko; I’m a Senior Vice President for the Pharmaceutical Development Organization. I report in to Elliot Segal, who is the President of R&D and the Chief Scientific Officer for Bristol-Myers Squibb. Elliot couldn’t be here today, but he extends his warm greetings to all of you, the employees of Amylin. | |
| So Amylin is no stranger to innovation. And as you know, innovation isn’t just about the great idea; it’s about developing and delivering great products from those great ideas. AstraZeneca and BMS have a tradition of innovation, particularly in the diabetes space. We have the first SGLT2 inhibitor under regulatory review now, that’s dapaglifozin. We have a DPP-4 inhibitor, not the first, saxagliptin, but combined with metformin XR, the first combination product with those two makeups in a single presentation. We’ll be also launching this year Kombiglyze, which is our sax and met IR presentation. So combined with everything that you bring as Amylin employees and great products, we have a lot to do, actually. And something we look forward to is delivering great products, great medicines to people who have really unmet medical needs. | ||
| So I just noticed as we were walking over here, I was culture ambassador for BMS. And I spent four years working on the transformation from big pharma to what we call “biopharma”. And in the coming weeks and months, you’ll hear a little bit more of what that means. But I saw a poster about empowered decision making, which is exactly what we were shooting for, which I thought was pretty cool. | ||
| But I’d like to share with you one aspect, something that we’ve been working very hard on, and it’s been mentioned before. We have been trying to transform ourselves in what we call a learning organization. It allows our people, as you know, to be more accountable, agile, and entrepreneurial. But there’s some features about learning organization, respect and trust, and a good dose of humility really need to work to make this happen. The thing that makes me excited about this integration is the ability to get our research and development organizations together to learn from each other. There’s a lot we can learn from you, and there’s a lot you can learn from us. And together, we could actually make some amazing new products for the future. | ||
| Now, I’m a formulation scientist, chemical engineer by training. I have a background in drug delivery systems. And I’m pretty familiar with microsphere systems. And I have to say I’m completely amazed by what you’ve done with the large scale production and the control of microspheres for exenatide. It’s just, to me, remarkable. And it’s just something that shows the deep experience that you have in understanding drug delivery, formulation design, and actually even more importantly, the precise and precision control of automation systems, as well. So when I think about all of us pulling all this together, it’s a lot of work has been done, but we’ve got a lot of work to go, and we’re really looking forward to working with you. | ||
| So now I’ll turn it over to our integration leader, John Celentano, who will take you through some of the transaction details. | ||
| John: | Thank you, Chris. Good afternoon, everybody. Like my colleagues, I’m very pleased to be here, very excited about the opportunity to bring these three great organizations together and take care of patients with the resources that all of us have to provide. | |
| I’m supposed to talk a little bit about what happens next, right, lots of uncertainty in the room. So let me just start by saying, as you heard some of my colleagues say, individually, we have some experience in these kinds of transactions, in terms of getting acquired or getting sold. I’ve actually been both in my career. But most importantly, not only individually, but collectively as organizations, we have a good sense of what to do when integrating an organization, how to get the right opportunities for the people, how to get the right opportunities for the business, and importantly, how to get the right opportunities for our patients. | ||
| So with that, let me start with what’s going to happen next. First, Bristol-Myers Squibb will commence a tender offer, and simultaneously seek the regulatory clearances that are required to complete the merger. That process takes something around 30 to 40 days. During those weeks, those several weeks, we are actually very limited in terms of how we work together. So we’re limited by antitrust laws, in terms of what we can discuss, what kind of information we can share, and there are very limited, or certain limited approval rights included in the merger agreement. Therefore, we won’t be making any decisions about your company or about its operations. We can only plan for what we anticipate to be a successful merger at the closing. | ||
| So what should we do during this time? Well, while we’ve learned a lot during the due diligence process, we are going to use the next couple of weeks to really get much deeper than the scratch-the-surface understanding that you get in the due diligence process, learn about you, about what you do, and about how you drive success for the business and health for the patients that we serve. Once the merger closes, then we’ll meet with Amylin’s managers and employees, we’ll learn more, and that will inform our next steps and some of the decisions that are surely on all of your minds. | ||
| So I’m going to try to answer some questions. We’ll have a Q&A period, but I’m going to answer some questions that we might anticipate existing in the room to the best of our ability. So one question might be what will happen to me? Very reasonable and normal question. The answer to that is it’s really too early to say. No decisions about any people have been made. What we do know is that you’re in the middle of very important work, whether it’s in manufacturing or in research or in commercial or medical operations. We’ve got the big U.S. launch of BYDUREON, and the development of the dual chamber pen, weekly suspension formulations, etc., etc. And our goal should be for that work to continue uninterrupted and with minimal distraction. | ||
| What will happen to the Amylin sites? While final decisions have not been made for any of the sites, at this point, as Lou said, we’re very thrilled by the state of the art, world class manufacturing site in Ohio. And we look forward to that becoming part of our Bristol-Myers Squibb global manufacturing and supply network. We do need marketing resources, field based resources that you have in place supporting the products in the U.S., and we’re going to be building plans for how to support those products outside the U.S. We need the expertise of the R&D organization, the manufacturing scientists who work with the pen and the formulation work, important work on metreleptin and SYMLIN, as well as all of those who work in G&A functions that support the everyday operations of the organization. I’m sure I didn’t mention somebody, so nobody should take that personally. So we’re really focused on making sure that we work with everybody as well. We need to get to know you a little bit more. That’s going to take some time. And we won’t be making any decisions until we’ve had that time together to learn about the important work that you do. | ||
| The next question is will there be any positions that are eliminated? And the answer to that is yes. In all transactions, there are likely to be positions that are not needed in the future because either the work would be redundant or discontinued. However, it’s way too early to talk about that. It’s way too early to talk about which positions and when. The work that you’re doing continues to be very important for now and into the future. We need to understand the organization better, and as soon as we understand it, we’ll align on the right decisions and we’ll provide you with the right information. I know that this is frustrating. You’ll never have as much information as you want. We ask for your patience, and in return for your patience, we commit to transparency, candid, honest dialogue, and to let you know as soon as it’s reasonable about any specific information. | ||
| One question might be if positions are eliminated, what happens to me? Well, you have a very good Amylin severance plan, which will be honored. And it’s very important to know that that plan will be honored if you stay with the organization. So the important thing is to stay and continue to work and then one would have access to that. We will commit to no surprises, so we’ll provide sufficient notice and obviously then support the severance benefits. But if you do leave, you, obviously, forfeit those. And see, I’m the guy who has the interesting conversation with everybody, right? Somebody has to do it. | ||
| Okay, so those are questions, I raise those because I know those are on your mind. And somebody might be afraid to ask, but at least we got them off the table there. | ||
| So let’s talk about the coming weeks. Lots of news, still processing it, but our understanding is day-to-day operations shouldn’t change. You should continue to do the very important work that you do. Unless otherwise determined by Amylin’s management, you should continue to report to the same manager, have the same responsibilities, follow the same policies, procedures, etc., etc., etc. And our expectation would be that there is minimal disruption to the important work that everyone is doing. We’re going to have a teleconference shortly, right after this session, with your field based colleagues, and we’ll provide the same messages so that everybody has the same information. And we’ll have a Q&A document soon. And that Q&A document will evolve over time as answers evolve, and we’ll make sure that we stay very transparent and very focused on giving you all of the information that we have. | ||
| So let me just close with a couple of thoughts. We look forward to working with you, to engage you in the integration planning. Following the successful merger, the close of the successful merger, we’ll share any decisions that have been made and further clarify what you can expect moving forward. I would say, you heard our colleagues talk a little bit about the strength of this organization, the value that you provide to patients, the really healthy culture that Amylin has, and we’re an organization and a partnership that values all those same things. We’re committed to making places a great place to work. We’re committed to patients in much the same way that everybody here. So over the next couple of weeks, months, the most important work that all of us can do is to work hard to improve the lives of the patients we serve and the communities that we serve. So thank you very much for your attention, and we’re going to go to Q&A. I think, Dan, you’re going to MC that? Thank you. | ||
| Dan: | All right, thanks. All right, so I appreciate all the comments there from everybody. John saying there’s some questions I’m going to answer because nobody here would ask them. I’m sorry, I was, I just had to smile, I’m sorry. I just had to. Anyway, with that all having been said, anybody have any questions? And could you use the microphones because we’re recording this. Okay? Oh, well, that was easy. | |
| Q: | [inaudible] | |
| Dan: | So the question was whether Bristol-Myers Squibb, and I’ll ask Rich to comment on AstraZeneca, is very centralized or do we have a regional headquarters? We have a number of research and manufacturing sites around the U.S. that go from the East Coast to the West Coast. And we’ve clearly got a number of research sites and manufacturing sites. From a commercial perspective, our main headquarters are in New Jersey. We have some small regional sales offices, but the commercial organization is very centralized in New Jersey. In the rest of the company, there are multiple sites around the U.S., and of course, around the world. | |
| Rich: | Yeah, similar answer. We, first of all, I assume you’re asking about the U.S., but just in case, we’re both global organizations with sites all across the world. I think AstraZeneca has 170 different organizations throughout the globe. But within the United States, we have our research sites, and Briggs, correct me if I don’t have this right, the main sites would be Gaithersburg, Maryland, where our Medimmune operations are. We have a site in the Boston area where we do some infection research. And then our corporate headquarters is in Wilmington, Delaware, which if you don’t know where Wilmington, Delaware is, it’s about 20 miles south of Philadelphia. And I hope you all know where Philadelphia is. | |
| Dan: | And all of your commercial organizations are based in Delaware, right? Your commercial, it’s all based in – right, okay. Any other questions? Sorry. Over there. | |
| Q: | [inaudible] | |
| John: | So that’s a great question. We’re going to learn a number of things in the next 30 to 40 days, but after that, we’re also going to have to spend a lot of time together. And I think this is a months process not a weeks process. Some things will become apparent very quickly; some things will take longer time to think about, to understand, and to dialogue with. So I think you could expect to get increasing amounts of clarity over time. Like I said before, we will do our best not to surprise people and to provide information as we learn things and as we think about planning. We’ll have some knowledge in a few months, we’ll have more knowledge in a few more months, etc., etc., and we’ll provide an honest and candid and open dialogue throughout that process. Which we can’t talk a lot about that until the merger closes, but as soon as it does, then we will be very, very clear. | |
| Dan: | Anybody else? Well, I’m going to ask a question, actually, because one question that was asked at townhall this morning was how does this BMS and AstraZeneca work together on their diabetes partnership? So is in the United States, are both companies involved? Internationally, how does it work? And just people were asking that question this morning, so maybe one of you guys could answer that. | |
| Rich: | Maybe Susan, you could take – Lisa. | |
| Susan: | Yes, so I’m Susan Sweeney, I head up the diabetes marketing team at BMS. We work very collaboratively with AstraZeneca. We actually share a shared location in the middle between Delaware and Princeton, New Jersey. It’s Mt. Laurel, New Jersey. I know you’ve heard of it before, right? It’s a very nice office. But overall in the U.S. and globally, we share responsibility of marketing of all of the diabetes product and development, too. So we have marketing organizations that work in a matrix structure together, but as well, in terms of our regulatory teams, our manufacturing side, BMS has, but in our clinical development, we work jointly as an organization. | |
| Dan: | Thanks. Any other questions from anybody? | |
| Q: | [inaudible] | |
| Dan: | John, do you want to say something? | |
| John: | You know, that’s a great question. It’s a great name, and I think it’s associated with great innovation, great products, and great commitment to patients. So I think that’s one of those things we don’t have an answer to, how the Amylin name will continue to be used. But given, I’m sure, your commitment to the name Amylin and what that stands for and what it means in the marketplace will take very strong consideration by all of us. | |
| Dan: | Any other questions? Wow, this group has gone quiet on us. I’ve never had that happen to me before. Sorry. | |
| Q: | [inaudible] | |
| Dan: | You want to get that one, Giovanni? | |
| Giovanni: | I’m happy to take that question. So that’s going to be a very, very important priority for us as soon as the acquisition is completed. I’m sure there is work that needs to be done for transition between Lilly on one side and AstraZeneca and BMS on the other side. But that’s clearly one of the opportunities, given that we have a global presence, a global footprint, we will be working as an absolute priority to make sure that the Amylin portfolio reaches patients around the world as quickly as possible. | |
| Rich: | Just as an add to that, it wasn’t exactly your question, but I think it’s important is, and I’m responsible for the Americas, for the U.S., but also Canada all the way down to the tip of Argentina. And the one thing I can tell you that happened to me over the weekend is every single one of those countries that I’m responsible for called me wanting to know when they could have access to your products because this is a very, and I’m 100 percent sure that’s true in Bristol-Myers Squibb, this is a very exciting opportunity for AstraZeneca and BMS. And it’s one of the things that makes me so excited is they’re excited. It’s like watching your kids on Christmas morning. | |
| Dan: | Thanks, Rich. I’m not quite sure about that analogy, but I’ll work on that. Okay. Any other questions from anybody? Oh, sorry. I can’t see hands up there. | |
| Q: | My question is so we have a transition agreement with Lilly that we’ve been working through to transition tasks over the next year and a half. Is that going to be affected by this change? | |
| Dan: | So actually, I think I’ll take that one. Absolutely, it will be, yes. No, and so once the transaction is completed, and as John said in his presentation, over the next 35, 40 days, we’ll be starting to do the planning for that. And then once the transaction is completed, we’ll be able to start implementing with Lilly the transitions and I expect that probably the goal here will be to make that happen in as timely a manner as possible. | |
| Okay, all right, anyhow, thanks, everybody, for your questions. Really appreciate you being here this afternoon. Hopefully, it’s answered some of the questions that you have about the merger, and appreciate once again everybody from Bristol-Myers and AstraZeneca being here and look forward to continuing the dialogue as we learn more as we go through this transition in the near future. So thank you. | ||
Forward-Looking Statement
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than historical facts included in this communication, including statements regarding the timing and the closing of the tender offer and merger transactions; the ability of Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) to complete the transactions considering the various closing conditions; and any assumptions underlying any of the foregoing, are forward looking statements. These intentions, expectations, or results may not be achieved in the future and various important factors could cause actual results or events to differ materially from the forward-looking statements that Amylin Pharmaceuticals, Inc. (“Amylin”) makes, including uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Amylin’s stockholders will tender their stock in the offer; the possibility that competing offers may be made; the possibility that various closing conditions to the transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; that there is a material adverse change of Amylin; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; as well as other cautionary statements contained elsewhere herein and in Amylin’s periodic reports filed with the Securities and Exchange Commission, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. Given these uncertainties, you should not place undue reliance on these forward-looking statements, which apply only as of the date of this communication.
Any forward-looking statements speak only as of the date of this communication and Amylin undertakes no obligation to publicly revise any such statements to reflect events or circumstances that arise after the date of this communication. Amylin qualifies all of the information contained in this communication, and particularly these forward-looking statements, by these cautionary statements.
Additional Information and Where to Find It
The tender offer described in this communication has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Bristol-Myers Squibb will cause B&R Acquisition Company to file with the U.S. Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO. Investors and Amylin stockholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by Amylin with the SEC, because they will contain important information. These documents will be 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 (once they become available) may be obtained free of charge by directing a request to Bristol-Myers Squibb at www.bms.com or Office of the Corporate Secretary, 345 Park Avenue, New York, New York 10154-0037. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all stockholders of Amylin free of charge at www.amylin.com or by contacting Amylin Pharmaceuticals, Inc. at 9360 Towne Centre Drive, San Diego, California 92121, Telephone Number (858) 552-2200.
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 Amylin file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Bristol-Myers Squibb or Amylin at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Bristol-Myers Squibb’s and Amylin’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.