Bristol-Myers Squibb to acquire ImClone Systems for $4.5-billion

31 July 2008

Bristol-Myers Squibb today said that it proposes to enter into an agreement to acquire devloper of anti cancer antibodies ImClone Systems in all-cash $60 per share deal amounting to approximately $4.5 billion. Bristol-Myers Squibb currently owns approximately 17 per cent of all outstanding shares of ImClone.

The all-cash offer, which is not conditional the availability of financing for the deal or on the rwesults of its due diligence, represents a premium of approximately 30 per cent over ImClone's closing stock price on 30 July 2008, the last trading day before Bristol-Myers Squibb sent its proposal to ImClone's board, and  a premium of approximately 40 per cent over the average closing price of ImClone's stock during the most recent one-month period and a premium in excess of 40 per cent for the average closing stock prices of ImClone stock during each of the most recent three-month and 12-month periods.

James M Cornelius, chairman and chief executive officer, Bristol-Myers Squibb, said, ''Our proposed acquisition of ImClone represents an evolutionary development in our companies' seven-year-long relationship, and is in the best interests of Bristol-Myers Squibb and ImClone shareholders and employees, and the patients we serve together.

"Bristol-Myers Squibb is the natural partner for ImClone as we possess the knowledge base and resources to advance the company's growth over the long-term, not only with respect to Erbitux, the important cancer therapy we jointly commercialise, but also in terms of developing ImClone's pipeline assets. Our current contractual relationship with ImClone, in which we hold exclusive, long-term marketing rights to Erbitux in the US, has been very successful, and we believe that, by applying Bristol-Myers Squibb's financial, R&D and marketing capabilities to support the product, we will be able to reach an even broader patient population.''

''For Bristol-Myers Squibb, the proposed acquisition of ImClone represents a strategically and financially sound add-on to our business, consolidating a relationship we have had for nearly seven years. The acquisition is expected to contribute to our financial performance in the 2012-2013 timeframe as well as drive growth beyond 2013,'' continued Cornelius.

''Bristol-Myers Squibb is prepared to proceed to work with ImClone's Board of Directors quickly and efficiently to reach a definitive merger agreement regarding our all-cash offer, which delivers full and fair value to ImClone's shareholders. We look forward to meeting with ImClone's board and management to effect this transaction in an expedited manner,'' concluded Cornelius.