☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
RayzeBio Inc | NASDAQ:RYZB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 62.49 | 60.00 | 68.11 | 0 | 01:00:00 |
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Subject Company Information. |
Identity and Background of Filing Person. |
• | Each Option that is outstanding as of immediately prior to the Effective Time will accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon the occurrence of, the Effective Time. As of the Effective Time, by virtue of the Merger and without any further action on the part of the relevant holder thereof, Bristol-Myers Squibb, Purchaser or RazyeBio, each Option that is then outstanding and unexercised will be cancelled and converted into solely the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such fully vested Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share under such Option, which amount will be subject to any applicable withholding of taxes. No holder of an Option that has an exercise price per Share that is equal to or greater than the Merger Consideration will be entitled to any payment with respect to such Option before or after the Effective Time, and such Option will be cancelled and retired and will cease to exist as of the Effective Time, and no consideration will be delivered in exchange therefor; and |
• | Each Company Restricted Share that is outstanding as of immediately prior to the Effective Time will become fully vested effective as of immediately prior to, and contingent upon the occurrence of, the Effective Time and will, by virtue of the Merger and without any further action on the part of the relevant holder thereof, Bristol-Myers Squibb, Purchaser or RazyeBio, be treated as a Share for all purposes under the terms of the Merger Agreement (including, for the avoidance of doubt, the conversion thereof into the right to receive the applicable Merger Consideration and subject to the applicable requirements, if any, for the surrender of such Shares). |
Past Contacts, Transactions, Negotiations and Agreements. |
• | the accelerated vesting and cash settlement of outstanding Options with exercise prices below the Merger Consideration in connection with the Merger; |
• | the accelerated vesting and treatment as Shares of outstanding Company Restricted Shares in connection with the Merger; |
• | the potential receipt of severance benefits by executive officers under our Severance Plan (as defined below); |
• | accelerated payment of 2023 annual bonuses for RayzeBio’s executive officers to mitigate the potential impact of Section 280G of the Code on payments to certain executive officers in connection with the Merger; |
• | certain executive officers who may be impacted by the excise tax under Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) are eligible to receive tax gross-up payments for excise taxes under Section 4999 of the Code, subject to certain limitations; |
• | the entitlement to indemnification benefits in favor of directors and officers of RayzeBio; and |
• | the eligibility of our non-employee directors to receive compensation (whether in cash or equity) pursuant to the terms of our Non-Employee Director Compensation Policy through the consummation of the Merger. |
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Cash Value of Shares Beneficially Owned ($) |
Executive Officers | | | | | ||
Ken Song, M.D., President, Chief Executive Officer and Director(1) | | | 1,622,095 | | | $101,380,938 |
Arvind Kush, Chief Financial Officer | | | 77,557 | | | $4,847,313 |
Susan Moran, M.D., Chief Medical Officer(2) | | | 291,772 | | | $18,235,750 |
Directors | | | | | ||
Richard Heyman, PhD, Chair of the Board(3) | | | 367,446 | | | $22,965,375 |
Tim Van Hauwermeiren, Director | | | — | | | — |
Maha Katabi, PhD, Director | | | — | | | — |
Yi Larson, Director | | | — | | | — |
Christy Oliger, Director | | | — | | | — |
Mary Tagliaferri, MD, Director | | | — | | | — |
Angie You, PhD, Director | | | — | | | — |
All of our current directors and executive officers as a group (10 persons) | | | 2,358,870 | | | $147,429,375 |
(1) | Shares are held by Dr. Song and Yu Linda Song, Trustees of The Song Family Trust dated October 14, 2016, and include 392,073 Company Restricted Shares. |
(2) | Includes 103,336 Company Restricted Shares. |
(3) | Includes 234,758 Company Restricted Shares. |
| | In-the-Money Options | |||||||
Name | | | Number of Shares Underlying In-the- Money Options | | | Weighted Average Exercise Price per Share ($) | | | Total Cash Value ($) |
Executive Officers | | | | | | | |||
Ken Song, M.D., President, Chief Executive Officer and Director | | | 1,353,370 | | | $10.76 | | | $70,029,751 |
Arvind Kush, Chief Financial Officer | | | 615,522 | | | $8.43 | | | $33,281,114 |
Susan Moran, M.D., Chief Medical Officer | | | 527,951 | | | $9.29 | | | $28,091,656 |
Directors | | | | | | | |||
Richard Heyman, PhD, Chair of the Board | | | — | | | — | | | — |
Tim Van Hauwermeiren, Director | | | 48,628 | | | $20.14 | | | $2,059,882 |
Maha Katabi, PhD, Director | | | 18,235 | | | $22.72 | | | $725,388 |
Yi Larson, Director | | | 114,579 | | | $2.52 | | | $6,871,922 |
Christy Oliger, Director | | | 114,579 | | | $10.39 | | | $5,970,712 |
Mary Tagliaferri, MD, Director | | | 114,579 | | | $3.24 | | | $6,789,952 |
Angie You, PhD, Director | | | 114,579 | | | $3.24 | | | $6,789,952 |
All of our current directors and executive officers as a group (10 persons) | | | 3,022,022 | | | $9.35 | | | $160,610,328 |
Name | | | 2024 Annual Bonus ($)(1) |
Ken Song, M.D., President, Chief Executive Officer and Director | | | $57,260 |
Arvind Kush, Chief Financial Officer | | | $35,938 |
Susan Moran, M.D., Chief Medical Officer | | | $33,397 |
(1) | The pro rata amounts reflected in this column are calculated assuming the Effective Time will occur on February 23, 2024 and at target achievement. The actual annual bonus amounts payable on a pro rata basis in respect of our 2024 fiscal year may be higher or lower. |
The Solicitation or Recommendation. |
| Party | | | Price per Share | | | Premium to closing price of Shares (vs. immediately preceding trading day) | | | Required Approvals | |
| Bristol-Myers Squibb | | | $48.00 in cash | | | 72% | | | Approval by relevant antitrust authorities License transfer approval from U.S. Nuclear Regulatory Commission | |
| Party A | | | $41.00 in cash, plus a contingent value right (“CVR”) of $4.00 per Share, contingent on the initiation of a Phase 3 study in 1st line small cell lung cancer in combination with Party A’s agents | | | 47% (excluding potential future payment of the CVR) | | | Antitrust approval under Hart-Scott-Rodino Antitrust Improvements Act of 1976 License transfer approval from U.S. Nuclear Regulatory Commission Expressly provided that a CFIUS filing was not anticipated | |
| Party B | | | $40.00 in cash | | | 43% | | | Antitrust approval under Hart-Scott-Rodino Antitrust Improvements Act of 1976 License transfer approval from (i) U.S. Nuclear Regulatory Commission and (ii) California Department of Public Health CFIUS (potentially) | |
• | Premium to Market Price. The Board considered the then-current and historical market prices of the Shares, including the market performance of the Shares relative to general market indices, and the fact that the cash Offer Price of $62.50 per Share represents a premium of: (i) approximately 104% to the closing price of common stock of $30.57 per Share on December 22, 2023, the last full trading day prior to the announcement of the Offer and the Merger; (ii) approximately 140% to the 30-day trading period volume weighted average price (“VWAP”) of $25.99 per Share; (iii) approximately 104% to the 52-week high closing price of $30.57 per Share; and (iv) approximately 247% to RayzeBio’s initial public offering price of $18.00 per Share priced on September 14, 2023. |
• | Certainty of Value. The Board considered the fact that the consideration to be paid in the Offer and the Merger is payable solely in cash, allowing RayzeBio’s stockholders to realize immediate and certain value in respect of their Shares, especially when viewed against the internal and external risks and uncertainties associated with its standalone strategy (as described in more detail below) and the potential impact of such risks and uncertainties of a standalone strategy and the trading price of the Shares. |
• | Maximize Stockholder Value. The Board considered the aggregate value and form of the consideration to be received in the Offer and the Merger by RayzeBio’s stockholders, and considered: |
• | the fact that RayzeBio conducted a robust process that enabled it to (i) identify strategic parties that were likely to be interested in acquiring RayzeBio and (ii) create a competitive dynamic that resulted in RayzeBio receiving, in addition to the offers from Bristol-Myers Squibb, offers to be acquired by two other large international pharmaceutical companies; |
• | the fact that, during the course of negotiations with Bristol-Myers Squibb (as more fully described in the section above titled “—Background of the Offer and the Merger”), Bristol-Myers Squibb increased its initial offer from $40.00 per Share on December 15, 2023, to $48.00 per Share on December 22, 2023, and then, ultimately, to $62.50 per Share on December 24, 2023; |
• | the Board’s belief that (i) as a result of an active and competitive bidding process, RayzeBio had obtained Bristol-Myers Squibb’s best offer, (ii) there was substantial risk of losing Bristol-Myers Squibb’s final offer of $62.50 per Share if RayzeBio continued to pursue a higher price and if the parties were unable to reach agreement on the timeline specified in the Bristol-Myers Squibb Final Proposal or delayed the process to continue discussions with the other potential acquirors, and (iii) based on the nature of the bids received by RayzeBio (including that the offers received from the two other large international pharmaceutical companies, when compared to Bristol-Myers Squibb’s final offer of $62.50 per Share, were materially lower and the resulting transactions would likely require additional regulatory approvals) and the conversations and negotiations with the bidders, including Bristol-Myers Squibb, as of the date of the Merger Agreement, the Offer Price of $62.50 per Share represented the highest price reasonably obtainable by RayzeBio under the circumstances; and |
• | the current state of the U.S. and global economies and biopharmaceutical markets, including potential volatility in the biopharmaceutical and radiopharmaceutical therapy markets, and the potential impact of escalating global political and trade tensions that could materially delay the research, development and commercialization of RayzeBio’s product candidates. |
• | Likelihood and Speed of Consummation. The Board considered the likelihood of completion of the Transactions, and the timeliness of such completion, including: |
• | Bristol-Myers Squibb’s financial strength, including its ability to fund the Offer Price; |
• | Bristol-Myers Squibb’s business reputation and capabilities, including its track record of successfully consummating merger and acquisition transactions; |
• | the limited nature of the conditions to Bristol-Myers Squibb’s obligations to complete the Offer and the Merger, including (i) the absence of any financing condition in the Merger Agreement, (ii) the limited number of required regulatory approvals (and the likelihood of obtaining such approvals, including when compared with the approvals likely to be required, and the time for such approvals to be obtained, in connection with a transaction with either Party A or Party B) and (iii) that “Material Adverse Effect” is defined in the Merger Agreement to exclude certain regulatory, manufacturing, clinical, supply chain and related matters relating to the products of RayzeBio or any of its competitors, provides a high degree of likelihood that the Offer and the Merger will be consummated, as described in more detail in Section 13 (The Transaction Documents—The Merger Agreement) of the Offer to Purchase; |
• | the fact that the completion of the Offer is conditioned on meeting the Minimum Condition (as defined in the section below titled “Item 8. Additional Information—Stockholder Approval Not Required”), which condition cannot be changed or waived without the prior written consent of RayzeBio; and |
• | the structure of the transaction as a cash tender offer for all outstanding Shares, with the expected result that payment of the Offer Price will be made within a relatively short period after expiration of the Offer, and that the effectiveness of the Merger under Section 251(h) of the DGCL would not require additional stockholder approval, and as a result of which stockholders who do not validly exercise appraisal rights will receive the same consideration received by those stockholders who tender their Shares in the Offer. |
• | Potential Strategic Alternatives. The Board considered the possible alternatives to the Transactions (including the proposals made by each of Party A and Party B and the possibility of continuing to operate the Company as an independent company, and exploring additional licensing and collaboration opportunities), the potential benefits and risks of these alternatives to the Company and its stockholders and the timing and likelihood of effecting such alternatives. Taking into account the risks of execution as well as business, competitive, industry and market risks, the Board considered that none of the possible alternatives was reasonably likely to present superior opportunities for the Company to create greater value for the Company’s stockholders, including that neither Party A nor Party B was reasonably likely to provide an offer superior to the Bristol-Myers Squibb Final Proposal. |
• | Opportunity to Receive Unsolicited Alternative Proposals, Terminate the Transactions in Order to Accept a Superior Proposal and to Receive a Reverse Termination Fee in the Event the Merger Agreement Is Terminated Under Certain Circumstances. The Board considered the terms of the Merger Agreement permitting RayzeBio to receive unsolicited alternative proposals and other terms and conditions of the Merger Agreement, including: |
• | RayzeBio’s right, subject to certain conditions, to respond to and negotiate unsolicited acquisition proposals that are made prior to the time that the Offer is consummated; |
• | the ability of the Board under the Merger Agreement to withdraw or modify its recommendation that RayzeBio’s stockholders tender their Shares pursuant to the Offer in certain circumstances, including in connection with a superior offer or development constituting a change in circumstances; |
• | the provision in the Merger Agreement allowing the Board to terminate the Merger Agreement in order to accept and enter into a definitive agreement with respect to an unsolicited superior offer, subject to payment of a termination fee of $104,000,000 (the “Company Termination Fee”), which amount the Board believed to be reasonable under the circumstances and taking into account the range of such termination fees in similar transactions and the fact that such amount represented a |
• | the provision in the Merger Agreement requiring Bristol-Myers Squibb to, under certain circumstances and subject to certain limitations, extend the Offer beyond the initial expiration date of the Offer or, if applicable, subsequent expiration dates, if the conditions to the consummation of the Offer are not satisfied or waived as of such date; |
• | the provision in the Merger Agreement requiring Bristol-Myers Squibb to pay RayzeBio a reverse termination fee of $141,000,000 in cash in the event the Merger Agreement is terminated as a result of certain conditions related to antitrust laws not being satisfied; and |
• | the availability of statutory appraisal rights to the stockholders of RayzeBio who do not tender their Shares in the Offer and otherwise comply with all required procedures under the DGCL. |
• | Other Terms of the Merger Agreement. The Board considered certain provisions of the Merger Agreement, in addition to those discussed above, which the Board believed to be favorable to the Company and its stockholders, including: |
• | the fact that the end date of December 25, 2024 under the Merger Agreement (on or after which either party, subject to certain exceptions, can terminate the Merger Agreement) allows for sufficient time to consummate the Transactions and may be extended for an additional six months by either party if the condition to the Offer relating to antitrust approvals is the only remaining condition to the Offer to be satisfied, but also prevents the Offer from being extended for an unreasonable amount of time; |
• | the parties must each use reasonable best efforts to cause the expiration or termination of the waiting periods applicable to the Transactions under applicable antitrust laws, and have agreed to defend through litigation any claim asserted by any person or government body under any applicable antitrust laws, in order to avoid any restraints on consummation of the Transactions; and |
• | the Company’s ability to obtain specific enforcement of Bristol-Myers Squibb’s and Purchaser’s obligations under the Merger Agreement, thereby providing the Company with such a remedy in the event Bristol-Myers Squibb and Purchaser were to decline to comply with certain of their obligations under the Merger Agreement. |
• | Fairness Opinion of Centerview. The Board considered the opinion of Centerview rendered to the Board on December 25, 2023, which was subsequently confirmed by delivery of a written opinion dated such date that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Offer Price and the Merger Consideration to be paid to the holders of Shares (other than as specified in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described below under the caption “—Opinion of Centerview Partners LLC.” |
• | Product Development and Commercialization Risks. The Board’s assessment of RayzeBio’s ability to execute as a standalone company in order to create stockholder value in excess of the Offer Price, given the risks and uncertainties in RayzeBio’s business, including: |
• | the fact that RayzeBio has not commercialized a product to date and that RayzeBio’s lead program, RYZ101, is in a Phase 3 clinical trial and has not yet been approved for marketing by the U.S. Food and Drug Administration or by any similar non-U.S. regulatory body, as well as the status and prospects of other drug candidates in RayzeBio’s current pipeline, and the risks inherent in the research, development, regulatory review and potential future commercialization of these drug candidates; |
• | the significant risks and challenges associated with commercializing RayzeBio’s existing programs, including RYZ101, RYZ801, and RYZ811, platform technologies and future drug candidates, including product development and pre-commercial operations, the costs associated with |
• | (a) the fact that RayzeBio would require substantial additional capital to fund (i) researching, developing and, if marketing approval is received, commercializing its product candidates; (ii) manufacturing its product candidates for clinical trials in preparation for regulatory approval and in preparation for commercialization in its manufacturing facility and (iii) its other ongoing operations, and (b) the fact that any additional funding through future debt and equity financing could be highly dilutive to RayzeBio’s existing stockholders and such financing and additional collaborations or strategic partnership opportunities might only be available on unfavorable terms or might not be available at all; |
• | the risk of RayzeBio being able to successfully enter into, and monetize its assets through, license, collaboration or co-promotion agreements or partnerships with industry members with comparable resources, commitment to research and development and track record of successfully commercializing drug candidates, and the risks associated with any such agreements or partnerships; |
• | the fact that there are few radiopharmaceutical therapeutic products (“RPTs”) that have received marketing approval and there is limited historical clinical trial experience with RPTs, resulting in additional risk and uncertainty regarding the design and conduct of clinical trials for RayzeBio’s RPTs; |
• | the risk that adverse side effects or other safety risks associated with RYZ101 or RayzeBio’s other product candidates could delay or preclude approval, result in the suspension or discontinuation of clinical trials or the abandonment of further development of such product candidates, limit the commercial profile of an approved label, or result in significant negative consequences following marketing approval, if any; and |
• | the risks relating to supply chain disruptions or other manufacturing delays that could materially delay or prevent RayzeBio from producing sufficient quantities of its drug candidates for clinical trials or commercialization, and the risk posed by reliance on a limited number of third party suppliers for the radioisotopes required to support clinical development or manufacturing at commercial scale. |
• | that while the Offer Price provides relative certainty of value, RayzeBio’s stockholders would not have the ability to participate in the potential future growth and earnings of RayzeBio after the completion of the Transactions, including any potential positive developments with respect to RayzeBio’s drug candidates, which could result if RayzeBio remained an independent, publicly traded company; |
• | the potential risk of diverting management attention and resources from the operation of RayzeBio’s business and towards completion of the Offer and the Merger, and other costs incurred in connection with entering into and completing the Transactions; |
• | the risk that the Offer and the other Transactions are not consummated, or are not consummated in a timely manner, and the effect of a resulting public announcement of the termination of the Merger Agreement (other than in connection with a superior offer) on the trading price of the Shares, which could be adversely affected by many factors, including (i) the reason for the termination of the Merger Agreement, including whether such termination relates to or was caused by factors negatively affecting RayzeBio, (ii) the possibility that the marketplace would consider RayzeBio to be an unattractive acquisition candidate, and (iii) the possible sale of Shares by investors following the announcement of a termination of the Merger Agreement; |
• | that the pendency of the Merger may cause RayzeBio to experience disruptions to its business operations and future prospects, including its relationships with its vendors and partners and others that do business or may do business in the future with RayzeBio and its relationship with employees and potential employees (including its ability to attract and retain key personnel and other employees and the possible loss of key management or other personnel), and the effect of such disruptions on RayzeBio’s operating results in the event that the Transactions are not consummated in a timely manner; |
• | the effect of the restrictions in the Merger Agreement on the conduct of RayzeBio’s business prior to the consummation of the Offer, which may delay or prevent RayzeBio from undertaking business opportunities that may arise prior to the consummation of the Offer or any other action RayzeBio would otherwise take with respect to the operations of RayzeBio absent the pending Offer; |
• | the fact that, subject to certain exceptions, the Merger Agreement precludes the Company from soliciting alternative acquisition proposals and requires the Company to pay the Company Termination Fee in certain circumstances as described above, as well as in certain circumstances in which the Merger Agreement is terminated when an alternative proposal has been made to RayzeBio or directly to its stockholders or has become publicly known prior to such termination, and the Company later enters into any agreement with respect to an alternative proposal or consummates an alternative transaction within nine months of such termination; |
• | the risk of potential litigation relating to the Transactions that could be instituted against RayzeBio or its directors and officers, and potential effects or outcomes related thereto; |
• | the interests of RayzeBio’s executive officers and directors and the fact that RayzeBio’s executive officers and directors may be deemed to have interests in the Transactions, including the Offer and the Merger, that may be different from or in addition to those of RayzeBio’s stockholders, generally, as described in the section above titled “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements between RayzeBio and its Executive Officers, Directors and Affiliates”; |
• | the fact that completion of the Offer and the Merger will require U.S. antitrust clearance, which clearance could subject the Transactions to unforeseen delays and risks; |
• | gains from the consideration to be received by the stockholders in the Offer and the Merger will generally be taxable to the stockholders for U.S. federal income tax purposes; and |
• | other risks of the type and nature as further described below in the section titled “Item 8. Additional Information—Cautionary Note Regarding Forward-Looking Statements.” |
| | Fiscal Year Ending December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | 2024E | | | 2025E | | | 2026E | | | 2027E | | | 2028E | | | 2029E | | | 2030E | | | 2031E | | | 2032E | | | 2033E | | | 2034E | | | 2035E | | | 2036E | | | 2037E | | | 2038E | | | 2039E | | | 2040E | | | 2041E | | | 2042E | | | 2043E | | | 2044E | | | 2045E | | | 2046E | |
Total Net Revenue | | | — | | | — | | | — | | | $113 | | | $312 | | | $521 | | | $721 | | | $821 | | | $906 | | | $1,081 | | | $1,359 | | | $1,647 | | | $1,952 | | | $2,233 | | | $2,473 | | | $2,691 | | | $2,829 | | | $2,914 | | | $2,985 | | | $2,581 | | | $2,283 | | | $1,710 | | | $1,299 |
EBIT(1) | | | ($124) | | | ($153) | | | ($213) | | | ($127) | | | ($64) | | | $103 | | | $253 | | | $345 | | | $413 | | | $530 | | | $724 | | | $974 | | | $1,227 | | | $1,458 | | | $1,652 | | | $1,827 | | | $1,932 | | | $1,998 | | | $2,051 | | | $1,775 | | | $1,563 | | | $1,178 | | | $902 |
Unlevered Free Cash Flow(2) | | | ($138) | | | ($147) | | | ($205) | | | ($127) | | | ($68) | | | $77 | | | $195 | | | $273 | | | $328 | | | $412 | | | $558 | | | $755 | | | $954 | | | $1,138 | | | $1,293 | | | $1,432 | | | $1,519 | | | $1,574 | | | $1,617 | | | $1,423 | | | $1,250 | | | $960 | | | $735 |
(1) | Earnings before interest and tax is calculated as risk-adjusted non-GAAP total net revenue less (i) cost of goods sold, less (ii) research and development expenses, less (iii) sales and marketing expenses, less (iv) general and administrative expenses. |
(2) | Unlevered free cash flow is calculated as non-GAAP EBIT (earnings before interest and tax), less (i) estimated taxes, if profitable, payable at a tax rate of 21%, less (ii) changes in net working capital, less (iii) capital expenditures, plus (iv) depreciation and amortization. Equity-based compensation is treated as a cash expense. |
• | a draft of the Merger Agreement dated December 25, 2023 (as used in this summary of Centerview’s opinion, the “Draft Merger Agreement”); |
• | the Registration Statement; |
• | certain interim reports to stockholders and the Quarterly Report on Form 10-Q of RayzeBio; |
• | certain publicly available research analyst reports for RayzeBio; |
• | certain other communications from RayzeBio to its stockholders; and |
• | certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of RayzeBio, including certain financial forecasts, analyses and projections relating to RayzeBio prepared by management of RayzeBio and furnished to Centerview by RayzeBio for purposes of Centerview’s analysis (as used in this summary of Centerview’s opinion, the “Forecasts”) (collectively, as used in this summary of Centerview’s opinion, the “Internal Data”). |
• | Historical Stock Trading Price Analysis. Centerview reviewed historical closing trading prices of the Shares since RayzeBio’s initial public offering through December 22, 2023 (the last trading day before the public announcement of the Transactions), which reflected low and high stock closing prices for RayzeBio during such period of approximately $18.42 to $30.57 per share; |
• | Analyst Price Target Analysis. Centerview reviewed stock price targets for the Shares in publicly available Wall Street research analyst reports as of December 22, 2023, which indicated low and high stock price targets for RayzeBio ranging from $29.00 to $35.00 per share; and |
• | Precedent Premiums Paid Analysis. Centerview performed an analysis of premiums paid in selected transactions involving publicly traded biopharmaceutical companies that Centerview, based on its experience and judgment as a financial advisor, deemed relevant to consider in relation to RayzeBio and the Transactions, for which premium data was available. The premiums in this analysis were calculated by comparing the per share acquisition price in each transaction to the closing price of the target company’s common stock for the date one day prior to the date on which the trading price of the target’s common stock was perceived to be affected by a potential transaction. Based on the analysis above and other considerations that Centerview deemed relevant in its professional judgment, Centerview applied a premia reference range of 55% to 105% to RayzeBio’s closing stock price on December 22, 2023 (the last trading day before the public announcement of the Transactions) of $30.57, which resulted in an implied price range of approximately $47.40 to $62.65 per Share, rounded to the nearest $0.05. |
Person/Assets Retained, Employed, Compensated or Used. |
Interest in Securities of the Subject Company. |
Purposes of the Transactions and Plans or Proposals. |
Additional Information. |
• | prior to the later of the consummation of the Offer and 20 days after the mailing of this Schedule 14D-9, deliver to RayzeBio at the address indicated below a written demand for appraisal of Shares held, which demand must reasonably inform RayzeBio of the identity of the stockholder or beneficial owner and that the stockholder or beneficial owner is demanding appraisal; |
• | not tender his, her or its Shares in the Offer (or, if tendered, properly and subsequently withdraw such Shares prior to the Offer Acceptance Time); |
• | continuously hold of record or beneficially own the Shares from the date on which the written demand for appraisal is made through the Effective Time; |
• | comply with the procedures of Section 262 of the DGCL for perfecting appraisal rights thereafter; and |
• | in the case of a beneficial owner, the demand must (i) reasonably identify the holder of record of the shares for which the demand is made, (ii) be accompanied by documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (iii) provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation and to be set forth on the verified list to be filed with the Delaware Register in the Delaware Court. |
Exhibits. |
Exhibit No. | | | Description |
| | Offer to Purchase, dated January 25, 2024 (incorporated by reference to Exhibit (a)(1)(i) to the Schedule TO of Bristol-Myers Squibb Company and Rudolph Merger Sub Inc., filed January 25, 2024 (the “Schedule TO”)). | |
| | ||
| | Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9) (incorporated by reference to Exhibit (a)(1)(ii) to the Schedule TO). | |
| | ||
| | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(iii) to the Schedule TO). | |
| | ||
| | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(iv) to the Schedule TO). | |
| | ||
| | Joint Press Release issued by Bristol-Myers Squibb Company and RayzeBio, Inc., dated December 26, 2023 (incorporated by reference to Exhibit 99.1 to Bristol-Myers Squibb’s Schedule TO-C, filed December 26, 2023 and to Exhibit 99.1 to RayzeBio’s Current Report on Form 8-K (No. 001-41799), filed December 26, 2023). | |
| | ||
| | Transaction Infographic issued by Bristol-Myers Squibb Company, dated December 26, 2023 (incorporated by reference to Exhibit 99.2 to Bristol-Myers Squibb’s Schedule TO-C filed December 26, 2023). | |
| | ||
| | Social Media Content issued by Bristol-Myers Squibb Company, dated December 26, 2023 (incorporated by reference to Exhibit 99.3 to Bristol-Myers Squibb’s Schedule TO-C, filed December 26, 2023). | |
| | ||
| | Enterprise Letter issued by Bristol-Myers Squibb Company, dated December 26, 2023 (incorporated by reference to Exhibit 99.4 to Bristol-Myers Squibb’s Schedule TO-C, filed December 26, 2023). | |
| | ||
| | Summary Advertisement, as published in The New York Times on January 25, 2024 (incorporated by reference to Exhibit (a)(1)(v) to the Schedule TO). | |
| | ||
| | Social Media Posts issued by RayzeBio, Inc., dated December 26, 2023 (incorporated by reference to Exhibit 99.1 to RayzeBio’s second Schedule 14D9-C, filed December 26, 2023). | |
| | ||
| | Letter to RayzeBio, Inc. Employees, dated December 26, 2023 (incorporated by reference to Exhibit 99.5 to RayzeBio’s Schedule TO-C, filed December 26, 2023 and Exhibit 99.2 to RayzeBio’s second Schedule 14D9-C, filed December 26, 2023). | |
| | ||
| | RayzeBio, Inc. Employee FAQ, first used on December 27, 2023 (incorporated by reference to Exhibit 99.1 to RayzeBio’s Schedule 14D9-C, filed December 27, 2023). | |
| | ||
| | RayzeBio, Inc. Partner FAQ, first used on December 27, 2023 incorporated by reference to Exhibit 99.2 to RayzeBio’s Schedule 14D9-C, filed December 27, 2023). | |
| | ||
| | Letter to RayzeBio, Inc. Investigators, first used on or after December 27, 2023 (incorporated by reference to Exhibit 99.3 to RayzeBio’s Schedule 14D9-C, filed December 27, 2023). | |
| | ||
| | Letter to RayzeBio, Inc. Vendors, first used on or after December 27, 2023 (incorporated by reference to Exhibit 99.4 to RayzeBio’s Schedule 14D9-C, filed December 27, 2023). | |
| |
Exhibit No. | | | Description |
| | Opinion of Centerview Partners LLC, dated December 25, 2023 (included as Annex I to this Schedule 14D-9). | |
| | ||
| | Agreement and Plan of Merger, dated as of December 25, 2023, by and between RayzeBio, Inc. and Bristol-Myers Squibb Company (incorporated by reference to Exhibit 2.1 to RayzeBio’s Current Report on Form 8-K (No. 001-41799), filed December 26, 2023). | |
| | ||
| | Joinder to the Agreement and Plan of Merger, dated as of December 26, 2023, by Rudolph Merger Sub Inc. (incorporated by reference to Exhibit (d)(2) to the Schedule TO). | |
| | ||
| | Registration Statement of RayzeBio, Inc. on Amendment No. 1 to Form S-1 (incorporated by reference to RayzeBio’s Form S-1/A (No. 333-274193), filed September 11, 2023). | |
| | ||
| | Confidentiality Agreement, dated as of December 16, 2023, by and between RayzeBio, Inc. and Bristol-Myers Squibb Company (incorporated by reference to Exhibit (d)(3) to the Schedule TO). | |
| | ||
| | RayzeBio, Inc. 2020 Equity Incentive Plan and Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise thereunder, as amended (incorporated by reference to Exhibit 10.2 to RayzeBio’s Form S-1/A (No. 333-274193), filed September 11, 2023). | |
| | ||
| | RayzeBio, Inc. 2023 Equity Incentive Plan and Forms of Stock Option Grant Notice, Option Agreement, Notice of Exercise, RSU Grant Notice and Award Agreement thereunder (incorporated by reference to Exhibit 10.3 to RayzeBio’s Form S-1/A (No. 333-274193), filed September 11, 2023). | |
| | ||
| | RayzeBio, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.3 to RayzeBio’s Form S-8 (No. 333-274590), filed September 19, 2023). | |
| | ||
| | RayzeBio, Inc. Severance and Change in Control Plan. | |
| | ||
| | RayzeBio, Inc. Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.5 of RayzeBio’s Form S-1/A (No. 333-274193), filed September 11, 2023). | |
| | ||
| | Employment Agreement dated August 22, 2023 and effective as of September 15, 2023, by and between RayzeBio, Inc. and Ken Song, M.D. (incorporated by reference to Exhibit 10.6 to RayzeBio’s Form S-1/A (No. 333-274193), filed September 11, 2023). | |
| | ||
| | Employment Agreement dated August 22, 2023, by and between RayzeBio, Inc. and Susan Moran, M.D., MSCE (incorporated by reference to Exhibit 10.7 to RayzeBio’s Form S-1/A (No. 333-274193), filed September 11, 2023). | |
| | ||
| | Employment Agreement dated August 22, 2023, by and between RayzeBio, Inc. and Arvind Kush (incorporated by reference to Exhibit 10.8 to RayzeBio’s Form S-1/A (No. 333-274193), filed September 11, 2023). | |
| | ||
| | Form of Indemnity Agreement, by and between RayzeBio, Inc. and its directors and officers (incorporated by reference to Exhibit 10.1 to RayzeBio’s Form S-1/A (No. 333-274193), filed September 11, 2023). |
1 | Filed herewith. |
2 | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| | RayzeBio, Inc. | ||||
| | | | |||
| | By: | | | /s/ Ken Song | |
| | Name: | | | Ken Song, M.D. | |
| | Title: | | | President and Chief Executive Officer |
| | Centerview Partners LLC 31 West 52nd Street New York, NY 10019 | |
| | ||
| | December 25, 2023 |
| | Very truly yours, | |
| | /s/ Centerview Partners LLC | |
| | CENTERVIEW PARTNERS LLC |
1 Year RayzeBio Chart |
1 Month RayzeBio Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions