January 11, 2024 | Health Care | North America | Ended

Karuna Therapeutics / Bristol-Myers Squibb: Deal Insight

Bristol Myers Squibb (“BMS”) announced on 22-Dec-23 that it has agreed to acquire the Boston-based biotechnology company Karuna Therapeutics (“Karuna”) for $14bn in cash, equivalent to $330.00 per share and representing a one-day premium of 53.4%. The transaction is anticipated to be concluded in 1H’24 and is contingent upon various conditions, including the approval of Karuna shareholders and US antitrust approval. Notably, a BMS shareholder vote is not deemed necessary. The preliminary proxy is expected to be filed within 20 business days (by 24-Jan-24), and an HSR notification was to be submitted within 10 business days of the announcement, by 9-Jan-24. The merger agreement contains customary clauses on representations, warranties, covenants and MAC with specific carve-outs for pandemic and war. There is a non-solicitation clause with a customary fiduciary-out. BMS expects to fund the acquisition by ...

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