This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Schedule TO filed with the Securities and Exchange Commission on October 19, 2020 (as it may be amended and supplemented from time to time, the “Schedule TO”) and relates to the offer by Gotham Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Bristol-Myers Squibb Company, a Delaware corporation, to purchase all outstanding shares of common stock, par value $0.0001 per share (the “Shares”) of MyoKardia, Inc., a Delaware corporation, at $225.00 per Share, net to the seller in cash, without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 19, 2020 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

1.          The information set forth in the first paragraph of the response to the question “When and how will I be paid for my tendered Shares?” under the heading “Summary Term Sheet” of the Offer to Purchase is hereby amended and restated by the paragraph set forth below.

In accordance with the terms and conditions of the Merger Agreement, and subject only to the satisfaction or waiver (to the extent such waiver is permitted by the Merger Agreement and applicable Law) of the conditions to the Offer set forth in “The Offer—Section 15—Conditions of the Offer” and, for the avoidance of doubt, no other conditions, Purchaser will (and Parent will cause Purchaser to), at or promptly following the expiration of the Offer, irrevocably accept for payment (such time of acceptance for payment, the “Offer Acceptance Time”) and, at or promptly following the Offer Acceptance Time (and in any event within three business days), pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer.

2.          The information set forth in the first paragraph of Section 2—“Acceptance for Payment and Payment for Shares” of the Offer to Purchase is hereby amended and restated by the paragraph set forth below.

Upon the terms and subject to the conditions to the Offer, we will, at or promptly following the Expiration Time, accept for payment (such time of acceptance for payment, the “Offer Acceptance Time”) and, at or promptly following the Offer Acceptance Time (and in any event within three business days thereafter), pay for, all Shares validly tendered and not properly withdrawn pursuant to the Offer prior to the Expiration Time. For information with respect to approvals or other actions that we are or may be required to obtain prior to the completion of the Offer, including under the HSR Act, see “—Section 16—Certain Legal Matters; Regulatory Approvals.”

3.          The information set forth in the last paragraph of Section 16—“Certain Legal Matters; Regulatory Approvals—Notification of Certain Matters; Litigation Related to the Merger” of the Offer to Purchase is hereby amended and restated by the paragraphs set forth below.

 

On October 19, 2020, a purported stockholder of MyoKardia filed a complaint in the United States District Court for the Northern District of California, entitled Wang v. MyoKardia, Inc. et al., 3:20-cv-07342, against MyoKardia and each of its directors. On October 26, 2020, a purported stockholder of MyoKardia filed a substantially similar complaint in the United States District Court for the District of Delaware, entitled Adams v. MyoKardia, Inc. et al., 1:20-cv-01445-UNA, against MyoKardia, each of its directors, Parent and Purchaser. On October 27, 2020, a purported stockholder of MyoKardia filed a substantially similar complaint in the United States District Court for the Eastern District of New York, entitled Gray v. MyoKardia, Inc. et al., 1:20-cv-05176, against MyoKardia and each of its directors. On October 29, 2020, a purported stockholder of MyoKardia filed a substantially similar complaint in the United States District Court for the Southern District of New York, entitled Farina v. Myokardia, Inc., et al., 1:20-cv-09104, against MyoKardia and each of its directors. Each complaint alleges that the defendants violated federal securities laws by misrepresenting and/or omitting material information in the Schedule 14D-9. The complaints seek, among other things, (i) injunctive relief preventing the consummation of the transactions contemplated by the Merger Agreement, (ii) rescissory damages or rescission in the event that the transactions contemplated by the Merger Agreement have already been consummated, (iii) damages and (iv) plaintiff’s attorneys’ and experts’ fees and expenses. The Company, Parent and Purchaser believe that the claims asserted in the complaints are without merit.

Additional lawsuits may be filed against MyoKardia, the MyoKardia Board, Parent and/or Purchaser in connection with the Transactions, the Schedule TO and the Schedule 14D-9.

Item 12 of the Schedule TO and the Exhibit Index is hereby amended and supplemented by adding the following Exhibit to the List of Exhibits:

 

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: October 30, 2020

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