Acquisition FAQs for Mirati shareholders
Who do I contact to get information about receiving the merger consideration?
If you have any questions, please call EQ Shareowner Services toll-free at 1-800-468-9716 or directly at 1-651-450-4064. Representatives are available Monday through Friday from 7:00 a.m. to 7:00 p.m. Central Time.
What will I receive for my shares of Mirati?
Upon completion of the merger, each share of Mirati common stock that you owned was exchanged for (1) $58.00 in cash, without interest, and (2) one Contingent Value Right (a “CVR”) (in each case, subject to any required tax withholding). For example, if you own 100 shares of Mirati common stock, you will receive $5,800.00 in cash and 100 CVRs (subject to any required tax withholding) in exchange for your shares of our common stock.
If, at the time of completion of the merger, you held unexpired and unexercised warrants to purchase Mirati common stock, upon exercise of your warrants following the merger, you became entitled to receive the consideration you would have been entitled to receive had you held the number of shares of Mirati common stock subject to such warrant immediately prior to the merger.
What is a contingent value right?
While no guarantee can be given that any proceeds will be received, each CVR represents a non-tradeable contractual contingent right to receive $12.00 in cash, without interest and subject to applicable tax withholdings, upon achievement of the CVR Product Milestone (discussed further in the question immediately below) by January 23, 2031. For more information, see the section titled “Form of Contingent Value Rights Agreement,” in the proxy statement filed by Mirati in connection with the merger and the Contingent Value Rights Agreement included as Exhibit 99.1 to the Form 8-K filed by Mirati with the U.S. Securities and Exchange Commission on January 23, 2024.
What is the CVR Product Milestone?
The CVR Product Milestone is an event that must occur before you will have a right to receive the $12.00 in cash represented by each CVR. Specifically, the CVR Product Milestone is (i) the submission of a New Drug Application to the Food and Drug Administration for the approval of MRTX1719 for the treatment of either locally advanced or metastatic non-small cell lung cancer that is indicated for use in patients who have received no more than two prior lines of systemic therapy (i.e., indicated for use in the first, second and/or third line settings) and (ii) the FDA’s confirmation of acceptance of the filing of such New Drug Application. For more information on the CVR Product Milestone, please see the section titled “Form of Contingent Value Rights Agreement,” in the proxy statement filed by Mirati in connection with the merger.
Is it possible that I will not receive any payment under the CVR?
Yes. There can be no assurance that the CVR Product Milestone will be achieved by or before January 23, 2031 or that Bristol-Myers Squibb will be required to make the Milestone Payment to holders of CVRs.
Where can I see the status of my CVRs?
Equiniti, the rights agent for the CVRs, will provide each person who held Mirati common stock, an option to purchase Mirati common stock with a per share exercise price that is less than $58.00 (“In-the-Money Options”) or RSUs prior to the merger with an account statement showing the number of CVRs such holder is entitled to in respect of their shares of Common Stock, In-the-Money Options or RSUs, as applicable. The account statement will include instructions to access a portal where such holders may check their CVR account balance at any time.
Mirati will also provide holders of In-the-Money Options or RSUs with an equity payout statement showing those holders’ entitlement to CVRs. Holders of Stub Options (as defined below) will receive a letter from Mirati showing their entitlement to deferred cash compensation if the CVR Product Milestone is triggered.
What will I receive for my options to purchase Mirati common stock or restricted stock units with respect to Mirati common stock (“RSUs”) in the merger?
Options to purchase Mirati common stock:
Upon completion of the Merger, each In-the-Money Option was cancelled and converted into the right to receive a cash payment equal to (1) (A) $58.00 in cash less the exercise price for such option, multiplied by (B) the total number of shares of Mirati common stock subject to such option and (2) one CVR for each share of Mirati common stock subject to such option. For example, if you held 100 options to purchase Mirati common stock at an exercise price of $40.00, you were entitled to receive $1,800.00 in cash and 100 CVRs (in each case without interest and subject to any required tax withholding) upon completion of the merger.
Holders of options to purchase Mirati common stock with an exercise price between $58.00 and $70.00 (the “Stub Options”) do not receive CVRs. Rather, if and when the CVR Product Milestone is met, such persons will receive a cash payment equal to: (A) $70.00 minus the Stub Option exercise price, multiplied by (B) the total number of shares subject to the Stub Option. Such cash payment is not a CVR. Mirati will provide holders of Stub Options with an equity payout statement showing the payment to which they may become entitled if the CVR Product Milestone is achieved by or before January 23, 2031.
Options with an exercise price greater than $70.00 were cancelled without consideration upon completion of the merger.
Upon completion of the merger, each then outstanding RSU, including, to the extent provided pursuant to their terms, performance-vesting RSUs, were cancelled and the holder thereof was entitled to receive a cash payment equal to (1) the product of (i) $58.00 and (ii) the number of shares of Mirati common stock subject to such RSU, plus (2) one CVR for each share of Mirati common stock subject to such RSU.
Performance-vesting RSUs which did not vest in connection with the merger in accordance with their terms were cancelled for no consideration upon completion of the merger.
Upon completion of the merger, RSUs granted on or after December 29, 2023 (“2024 Awards”) were converted into a cash award equal to the product of (i) the number of shares of Mirati common stock subject to such 2024 Award and (ii) the last trading price of a share of Mirati common stock before the completion of the merger as reported by Nasdaq, and such cash award is subject to the same terms and conditions (including vesting) applicable to such 2024 Award to which it relates. No 2024 Awards are eligible to receive any CVRs.
Can I transfer my CVR?
The CVRs are contractual rights only and cannot be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than (i) by will or intestacy upon the death of a holder of the CVR, (ii) by instrument to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the settlor, (iii) pursuant to a court order, (iv) by operation of law (including by consolidation or merger of a holder of the CVR) or without consideration in connection with the dissolution, liquidation or termination of any holder of the CVR that is a corporation, limited liability company, partnership or other entity, (v) in the case of CVRs held in book-entry or similar nominee form, from a nominee to a beneficial owner, and if applicable, through an intermediary, (vi) if the holder of the CVR is a partnership or limited liability company, a distribution by the transferring partnership or limited liability company to its partners or members, as applicable (provided that such distribution does not subject the CVRs to a requirement of registration under the Securities Act or the Exchange Act), or (vii) by transferring such CVR to Bristol-Myers Squibb without consideration therefor. The CVRs will not be evidenced by a certificate or other instrument and will not be registered with the SEC or listed for trading. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Bristol-Myers Squibb. No interest will accrue on any amounts payable on the CVRs.
What happens if the CVR Product Milestone is achieved by or before January 23, 2031?
If the CVR Product Milestone is achieved by or before January 23, 2031, Bristol-Myers Squibb is required to, within 15 business days of such achievement, deliver to Equiniti the aggregate amount of cash payments in respect of the CVRs issued to former holders of Mirati common stock (including, for the avoidance of doubt, warrants to purchase Mirati common stock that are exercised following the completion of the merger). Equiniti is required to issue payments to such holders in respect of their CVRs within 15 business days of receiving the funds from Bristol-Myers Squibb. These payments (less any applicable withholding taxes) will be sent to such CVR holders according to the instructions on file with Equiniti at the time of the payment, and holders may update their payment information by following instructions listed in the account statement showing the CVRs that they received from Equiniti.
Any payments to be made on account of CVRs issued to holders of Mirati In-the-Money Options or RSUs will be made by Bristol-Myers Squibb directly through Mirati’s (or any successor’s) payroll system. Bristol-Myers Squibb will work with Equiniti to gather the required payment information for such CVR holders.
Any payments owing to holders of Stub Options following the achievement of the CVR Product Milestone will also be made through Mirati’s (or any successor’s) payroll system.
What are the tax consequences to me of receiving the merger consideration (i.e., cash and CVRs) in exchange for shares of Mirati common stock?
The receipt of cash and CVRs by you in exchange for your shares of Mirati common stock in the merger generally will be a taxable transaction for U.S. federal income tax purposes. The amount of gain or loss a shareholder recognizes, and the timing and character of such gain or loss, depend on the U.S. federal income tax treatment of the CVRs, with respect to which there is uncertainty. Further, information about the material U.S. federal income tax consequences of the merger to holders of Mirati common stock, including information regarding the calculation of taxable gain or loss for U.S. shareholders in connection with the merger, is included in the proxy statement filed by Mirati in connection with the transaction under the heading “Certain U.S. Federal Income Tax Consequences of the Merger.” You should read that disclosure and also consult with your personal tax advisor to determine the particular tax consequences to you of the receipt of merger consideration.