ZYMOGENETICS INC 4
4 · ZYMOGENETICS INC · Filed Oct 8, 2010
Insider Transaction Report
Form 4
ZYMOGENETICS INCZGEN
BRISTOL MYERS SQUIBB CO
10% Owner
Transactions
- Other
Common Stock
2010-10-08$9.75/sh+82,605,529$805,403,908→ 82,605,529 total(indirect: See note)
Footnotes (3)
- [F1]Zeus Acquisition Corporation, a Washington corporation ("Purchaser"), is wholly-owned by Bristol-Myers Squibb Company ("Parent").
- [F2]On September 7, 2010, ZymoGenetics, Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") with Parent and Purchaser. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser has commenced a cash tender offer to acquire all of the shares of the Issuer's Common Stock (the "Offer") for a purchase price of $9.75 per share in cash (the "Offer Price").
- [F3]At 12:00 midnight, New York City time, on October 7, 2010, the Offer expired as scheduled. The Offer was not extended. Based on the information provided by the depositary for the Offer to Parent, as of the expiration of the Offer, approximately 82,605,529 shares of Common Stock were validly tendered and not validly withdrawn prior to the expiration of the Offer, including approximately 1,501,981 shares of Common Stock subject to guaranteed delivery procedures. Purchaser has accepted for payment all shares of Common Stock validly tendered and not validly withdrawn. The shares of Common Stock validly tendered and not validly withdrawn represent approximately 94.9% of the shares of Common Stock outstanding.