Global biopharmaceutical company, Bristol-Myers Squibb (NYSE: BMY) believes the split off of Mead Johnson Nutrition Company (NYSE: MJN) will allow the company to deliver more value to shareholders, improving net cash flow and earnings per share beginning in 2010.
"This marks the latest step in our company's transformation into a BioPharma leader," said James M. Cornelius, chairman and chief executive officer of Bristol-Myers Squibb. "By executing our healthcare divestment strategy, we have sharpened our BioPharma focus, improved the overall financial strength of the company and supported our ability to pursue strategic business development opportunities. All of these actions help us fulfill our mission to discover, develop and deliver innovative medicines to help patients prevail over serious diseases."
"Now is the right time to move forward with a split-off given the excellent performance of Mead Johnson since the IPO earlier this year and our confidence in the current and future performance of our biopharmaceuticals business. With a successful execution of this split-off, we fully consider ourselves a BioPharma company."
Mead Johnson Nutrition Company announced yesterday that it will file a Registration Statement on Form S-4 with the Securities and Exchange Commission which will allow Bristol-Myers Squibb shareholders to exchange their shares of Bristol-Myers Squibb common stock for shares of Mead Johnson common stock. The exchange is generally expected to be tax-free to participating shareholders.
As part of the exchange offer, Bristol-Myers Squibb will convert all of its Mead Johnson class B common stock into Mead Johnson class A common stock. Upon the completion of the exchange offer, only Mead Johnson class A common stock will remain outstanding.
According to the current agreement, for each $1.00 of Bristol-Myers Squibb common stock accepted in the exchange offer, the shareholder will receive approximately $1.11 of Mead Johnson common stock.
Mead Johnson Chief Executive Officer Stephen W. Golsby said, "This transaction represents the important final step in our journey to be a fully independent public company. We believe the decision to split-off Mead Johnson reflects confidence in the success of our growth strategy and our strong financial performance since our IPO in February, as well as BMS' objective to focus on their core BioPharma business."
Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated will serve as the dealer managers for the exchange offer.
Edited by Militza Richard