NEW YORK – Bristol Myers Squibb and RayzeBio said Tuesday that they have inked a definitive merger agreement, unanimously approved by the boards of directors of both companies.
Under the terms of the agreement, Bristol Myers Squibb will acquire RayzeBio for $62.50 per share in cash, for a total equity value of approximately $4.10 billion, or $3.60 billion net of estimated cash acquired.
The transaction will be treated as a business combination and is expected to dilute Bristol Myers Squibb's non-GAAP diluted earnings by approximately $.13 per share in 2024, the companies said. Bristol Myers Squibb expects to finance the acquisition with primarily new debt issuance.
The deal is expected to close in the first half of 2024, subject to customary closing conditions. Following the closing of the tender offer, Bristol Myers Squibb will acquire all remaining shares of RayzeBio that are not tendered into the tender offer through a second-step merger at the same price of $62.50 per share.
San Diego-based RayzeBio is developing actinium-based radiopharmaceutical therapeutics for the treatment of solid tumors, including gastroenteropancreatic neuroendocrine tumors (GEP-NETs), small cell lung cancer, hepatocellular carcinoma, and other cancers. The company is currently studying its radiopharmaceutical therapy RYZ101 in certain patients with somatostatin receptor-positive GEP-NETs in the Phase III portion of the ACTION-1 trial.
In September, RayzeBio raised $358 million in an upsized initial public offering.
RayzeBio said it is completing the construction of an in-house manufacturing facility in Indianapolis. The company's good manufacturing practice (GMP) drug production is expected to begin in the first half of 2024.
BofA Securities is serving as financial adviser to Bristol Myers Squibb, and Covington & Burling is serving as legal counsel. Centerview Partners is serving as financial adviser to RayzeBio, and Cooley is serving as legal counsel.