UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934



MYOKARDIA, INC.
(Name of Subject Company (Issuer))

GOTHAM MERGER SUB INC.
(Offeror)
A Wholly Owned Subsidiary of

BRISTOL-MYERS SQUIBB COMPANY
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))


Common Stock, par value $0.0001 per share
(Title of Class of Securities)

62857M105
(CUSIP Number of Class of Securities)


Sandra Leung, Esq.
Executive Vice President & General Counsel
Casarine Chong, Esq.
Senior Vice President & Associate General Counsel
Bristol-Myers Squibb Company
430 East 29th Street, 14th Floor
New York, NY 10016
(212) 546-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)



Copies to:
Daniel E. Wolf, Esq.
Jonathan L. Davis, Esq.
Maggie D. Flores, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800



CALCULATION OF FILING FEE

Transaction Valuation
Amount of Filing Fee
Not Applicable
Not Applicable*

*
A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

     
Amount Previously Paid: None
 
Filing Party: N/A
Form of Registration No.: N/A
 
Date Filed: N/A

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 
Third-party offer subject to Rule 14d-1.

Issuer tender offer subject to Rule 13e-4.

Going-private transaction subject to Rule 13e-3.

Amendment to Schedule 13D under Rule 13d-2.
 
Check the following box if the filing is a final amendment reporting the results of the tender offer: 
 
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:


Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

Page 2 of 4

          This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Gotham Merger Sub Inc., a Delaware corporation (“Merger Sub”), a wholly-owned subsidiary of Bristol-Myers Squibb Company, a Delaware corporation (“Bristol-Myers Squibb”), for all of the outstanding common stock of  MyoKardia, Inc., a Delaware corporation (“MyoKardia”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of October 3, 2020, by and among Bristol-Myers Squibb, Merger Sub and MyoKardia.
 
The tender offer described in this filing has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Bristol-Myers Squibb will cause Merger Sub to file with the U.S. Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO. Investors and MyoKardia stockholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by MyoKardia with the SEC, because they will contain important information. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge at www.bms.com or by directing a request to Bristol-Myers Squibb, Office of the Corporate Secretary, 430 East 29th Street, 14th Floor, New York, New York 10154-0037. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all stockholders of MyoKardia free of charge at www. MyoKardia.com or by contacting MyoKardia at ir@myokardia.com, Telephone Number 650-351-4690.
 
In addition to the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, Bristol-Myers Squibb and MyoKardia file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Bristol-Myers Squibb or MyoKardia at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Bristol-Myers Squibb’s and MyoKardia’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.
 
This filing contains “forward-looking statements” relating to the acquisition of MyoKardia by Bristol-Myers Squibb and the development and commercialization of certain biological compounds. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the acquisition will be realized. The actual financial impact of this transaction may differ from the expected financial impact described in this filing. In addition, the compounds described in this fiing are subject to all the risks inherent in the drug development process, and there can be no assurance that the development of these compounds will be commercially successful. Forward-looking statements in this filing should be evaluated together with the many uncertainties that affect Bristol-Myers Squibb’s business, particularly those identified in the cautionary factors discussion in Bristol-Myers Squibb’s Annual Report on Form 10-K for the year ended December 31, 2019, and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Bristol-Myers Squibb undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Page 3 of 4

EXHIBIT INDEX

Exhibit
Number
 
Description
 
   
 
Press Release dated October 5, 2020
 
Investor Relations Presentation dated October 5, 2020
 
Investor Relations Call Transcript dated October 5, 2020
 
Transaction Infographic dated October 5, 2020
 
Social Media Content dated October 5, 2020
 
Enterprise Letter dated October 5, 2020
 
Bristol-Myers Squibb Employee Q&A dated October 5, 2020


Page 4 of 4


Exhibit 99.1


Bristol Myers Squibb to Acquire MyoKardia for $13.1 Billion in Cash

Mavacamten Is a Potential First-in-Class Medicine with Compelling Data in the Treatment of Patients with Symptomatic Obstructive Hypertrophic Cardiomyopathy

 Mavacamten Will Be a Medium- and Long-Term Growth Driver Presenting a Significant Commercial Opportunity upon Approval

Promising Portfolio of Pipeline Candidates Strengthens and Extends
Bristol Myers Squibb’s Leading Cardiovascular Franchise

Expected to be Accretive to Non-GAAP Earnings Starting in 2023

NEW YORK & BRISBANE, CA, October 5, 2020Bristol Myers Squibb (NYSE: BMY) and MyoKardia, Inc. (Nasdaq: MYOK) today announced a definitive merger agreement under which Bristol Myers Squibb will acquire MyoKardia for $13.1 billion, or $225.00 per share in cash. The transaction was unanimously approved by both the Bristol Myers Squibb and MyoKardia Boards of Directors and is anticipated to close during the fourth quarter of 2020.

MyoKardia is a clinical-stage biopharmaceutical company discovering and developing targeted therapies for the treatment of serious cardiovascular diseases. Through the transaction, Bristol Myers Squibb gains mavacamten, a potential first-in-class cardiovascular medicine for the treatment of obstructive hypertrophic cardiomyopathy (“HCM”), a chronic heart disease with high morbidity and patient impact. A New Drug Application (“NDA”) for mavacamten for the treatment of symptomatic obstructive HCM – based on data from the EXPLORER-HCM study – is expected to be submitted to the U.S. Food and Drug Administration (“FDA”) in the first quarter of 2021. Bristol Myers Squibb expects to explore the full potential of mavacamten in additional indications, including non-obstructive HCM, as well as develop MyoKardia’s promising pipeline of novel compounds, including two clinical-stage therapeutics: danicamtiv (formerly MYK-491) and MYK-224.


“The acquisition of MyoKardia further strengthens our portfolio, pipeline and scientific capabilities, and is expected to add a meaningful medium- and long-term growth driver,” said Giovanni Caforio, M.D., Board Chair and Chief Executive Officer of Bristol Myers Squibb. “We are further strengthening our outstanding cardiovascular franchise through the addition of mavacamten, a promising medicine with the potential to address a significant unmet medical need in patients with cardiovascular disease. Our companies share a commitment to innovation and bold science, and our respective strengths will help us realize the value inherent in this portfolio. We have long admired MyoKardia and what they have done to revolutionize cardiovascular treatments through a precision medicine approach. We look forward to welcoming their talented team to our company.”

“MyoKardia was formed eight years ago with the aim of changing the world for people with serious cardiovascular diseases through bold and innovative science. Since then, MyoKardia’s dedicated employees have established an unparalleled pipeline of targeted therapeutics designed to change the course of disease and return the heart to normal function,” said Tassos Gianakakos, Chief Executive Officer of MyoKardia. “Bristol Myers Squibb shares our vision for transforming the treatment of cardiovascular disease. They value our team and the potential of our platform and, most importantly, share our unwavering commitment to placing patients at the center of everything we do. Together, our complementary strengths and expanded resources and reach will further accelerate the pace at which we can discover, develop and commercialize our novel medicines for the benefit of people suffering from cardiovascular disease around the world.”


Compelling Benefits

Bristol Myers Squibb expects the transaction, when complete, to:


Further strengthen the company’s outlook with the addition of mavacamten, which has significant commercial potential in the lead indication, obstructive HCM, and upside in additional future indications, including non-obstructive HCM.
With the high unmet medical need in obstructive HCM, mavacamten can be a significant medium- and long-term growth driver. Mavacamten demonstrated clinically meaningful results in the pivotal Phase 3 EXPLORER-HCM trial, meeting the primary and all secondary endpoints, and showed meaningful improvements in symptoms, functional status and quality of life by reducing the obstruction of blood flow from the heart. This potential first-in-class medicine, for which an NDA is expected to be submitted to the FDA in the first quarter of 2021, may help to change the course of the disease.


Accelerate the expansion of Bristol Myers Squibb’s cardiovascular portfolio.
Bristol Myers Squibb has established Eliquis® (apixaban) as the #1 oral anticoagulant globally with a best-in-class profile, driven by leading commercial execution. Mavacamten will be a fully owned asset that fits well into Bristol Myers Squibb’s existing portfolio, given the company’s broad expertise in cardiovascular disease. Through this acquisition, Bristol Myers Squibb gains MyoKardia’s critical talent and capabilities on the U.S. West Coast, which will support fully realizing the opportunity in obstructive HCM and exploring the full potential of mavacamten in additional indications. Bristol Myers Squibb will also be well positioned to advance the global development of MyoKardia’s portfolio of clinical- and early-stage pipeline candidates, while continuing to advance its existing Factor XIa inhibitor program.



Deliver significant financial benefits.
The transaction is expected to add a significant growth driver during the medium- to long-term. It is expected to be minimally dilutive to Bristol Myers Squibb’s non-GAAP earnings per share (EPS) in 2021 and 2022 and accretive beginning in 2023. Bristol Myers Squibb reaffirms its existing 2021 non-GAAP EPS guidance range. There is no reliable estimable comparable GAAP measure as described below.

Transaction Terms and Financing

Under the terms of the merger agreement, a subsidiary of Bristol Myers Squibb will promptly commence a tender offer to acquire all of the outstanding shares of MyoKardia’s common stock for $225.00 per share in cash. MyoKardia’s Board of Directors unanimously recommends that MyoKardia shareholders tender their shares in the tender offer.

The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of MyoKardia’s common stock and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Following the successful closing of the tender offer, Bristol Myers Squibb will acquire all remaining shares of MyoKardia that are not tendered into the tender offer through a second-step merger at the same price of $225.00 per share.

Bristol Myers Squibb expects to finance the acquisition with a combination of cash and debt.


About Hypertrophic Cardiomyopathy

Hypertrophic cardiomyopathy, or HCM, is a chronic, progressive disease in which excessive contraction of the heart muscle and reduced ability of the left ventricle to fill can lead to the development of debilitating symptoms and cardiac dysfunction. HCM is estimated to affect one in every 500 people.

The most frequent cause of HCM is mutations in the heart muscle proteins of the sarcomere. In approximately two-thirds of HCM patients, the path followed by blood exiting the heart, known as the left ventricular outflow tract (LVOT), becomes obstructed by the enlarged and diseased muscle, restricting the flow of blood from the heart to the rest of the body (obstructive HCM). In other patients, the thickened heart muscle does not block the LVOT, and their disease is driven by diastolic impairment due to the enlarged and stiffened heart muscle (non-obstructive HCM). In either obstructive or non-obstructive HCM patients, exertion can result in fatigue or shortness of breath, interfering with a patient’s ability to participate in activities of daily living. HCM has also been associated with increased risks of atrial fibrillation, stroke, heart failure and sudden cardiac death.

There are currently approximately 160,000 to 200,000 people diagnosed with symptomatic obstructive HCM across the U.S. and EU, with no existing effective treatment options beyond limited symptomatic relief. Patients are typically diagnosed in their 40s or 50s and the treatment is expected to be chronic. It is estimated that only approximately 25 percent of individuals with obstructive HCM and only approximately 10 percent of individuals with non-obstructive HCM have received a diagnosis.


Conference Call

At 8:00 a.m. Eastern Time / 5:00 a.m. Pacific Time today, Bristol Myers Squibb will host a conference call and a simultaneous webcast to discuss the transaction. A live webcast of the call can be accessed at Bristol Myers Squibb’s Investors page at bms.com/investors. Please connect to the website at least 15 minutes prior to the start of the call to allow adequate time for any software download that may be required. Alternatively, please call (877) 658-9096 (U.S.) or (602) 563-8733 (international) and dial the conference ID 9697843 to access the call.

Telephone replay will be available approximately three hours after the call until 11:30 a.m. ET on October 19, 2020. To access the replay, please call (855) 859-2056 (U.S.) or (404) 537-3406 (international) and dial the conference ID 9697843. The webcast will be archived on bms.com/investors.

Advisors

Gordon Dyal & Co., LLC is serving as exclusive financial advisor to Bristol Myers Squibb, and Kirkland & Ellis LLP is serving as legal counsel. Centerview Partners LLC and Guggenheim Securities are acting as joint financial advisors to MyoKardia and Goodwin Procter LLP is serving as legal counsel.

About Bristol Myers Squibb
Bristol Myers Squibb is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. For more information about Bristol Myers Squibb, visit us at BMS.com or follow us on LinkedInTwitterYouTubeFacebook, and Instagram.

About MyoKardia
MyoKardia is a clinical-stage biopharmaceutical company discovering and developing targeted therapies for the treatment of serious cardiovascular diseases. The company is pioneering a precision medicine approach to its discovery and development efforts by 1) understanding the biomechanical underpinnings of disease; 2) targeting the proteins that modulate a given condition; 3) identifying patient populations with shared disease characteristics; and 4) applying learnings from research and clinical studies to inform and guide pipeline growth and product advancement. MyoKardia’s initial focus is on small molecule therapeutics aimed at the proteins of the heart that modulate cardiac muscle contraction to address diseases driven by excessive contraction, impaired relaxation, or insufficient contraction. Among its discoveries are three clinical-stage therapeutics: mavacamten (formerly MYK-461); danicamtiv (formerly MYK-491) and MYK-224.


MyoKardia’s mission is to change the world for people with serious cardiovascular disease through bold and innovative science.

Additional Information and Where to Find It
The tender offer referred to in this document has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials that Bristol Myers Squibb and its acquisition subsidiary will file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, Bristol Myers Squibb will cause its acquisition subsidiary to file with the SEC a tender offer statement on Schedule TO and MyoKardia will file a solicitation/recommendation statement on Schedule 14D-9. INVESTORS AND MYOKARDIA STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 THAT WILL BE FILED BY MYOKARDIA WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE CONSIDERED BY MYOKARDIA’S INVESTORS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement and the solicitation/recommendation statement will be available at no charge on the SEC’s website: www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge at www.bms.com or by directing a request to Bristol Myers Squibb, Office of the Corporate Secretary, 430 East 29th Street, 14th Floor, New York, New York 10154-0037. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all stockholders of MyoKardia free of charge at www.myokardia.com or by contacting MyoKardia at ir@myokardia.com, telephone number 650-351-4690.

In addition to the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, Bristol Myers Squibb and MyoKardia file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Bristol Myers Squibb or MyoKardia at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Bristol Myers Squibb’s and MyoKardia’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov. INVESTORS AND MYOKARDIA’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.


Cautionary Statement Regarding Forward Looking Statements
This report contains “forward-looking statements” relating to the acquisition of MyoKardia by Bristol Myers Squibb and the development and commercialization of certain biological compounds. Such forward-looking statements are generally identified by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions, and such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks are (i) that there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the acquisition will be realized, (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement and (iii) unanticipated difficulties or expenditures relating to the proposed transaction, the response of business partners and competitors to the announcement of the proposed transaction and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction. The actual financial impact of this transaction may differ from the expected financial impact described in this report. In addition, the compounds described in this report are subject to all the risks inherent in the drug development process, and there can be no assurance that the development of these compounds will be commercially successful. Forward-looking statements in this report should be evaluated together with the many uncertainties that affect Bristol Myers Squibb’s business, particularly those identified in the cautionary factors discussion in Bristol Myers Squibb’s Annual Report on Form 10-K for the year ended December 31, 2019, and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and in MyoKardia’s most recent Annual Report on Form 10-K for the year ended December 31, 2019 and subsequent quarterly reports filed on Form 10-Q with the SEC, as well as other documents that may be filed by MyoKardia from time to time with the SEC. Neither Bristol Myers Squibb nor MyoKardia undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made.


Use of Non-GAAP Financial Information and Financial Guidance
This release contains non-GAAP financial guidance, which is adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These non-GAAP items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of future operating results. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods. Non-GAAP information is intended to portray the results of the company’s baseline performance, supplement or enhance management, analysts and investors overall understanding of the company’s underlying financial performance and facilitate comparisons among current, past and future periods. For example, non-GAAP earnings and EPS information are indications of the company’s baseline performance before items that are considered by us to not be reflective of the company’s ongoing results. In addition, this information is among the primary indicators that we use as a basis for evaluating performance, allocating resources, setting incentive compensation targets and planning and forecasting for future periods. This information is not intended to be considered in isolation or as a substitute for net earnings or diluted EPS prepared in accordance with GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.
There is no reliable or reasonably estimable comparable GAAP measure for this non-GAAP financial guidance because we are not able to reliably predict the impact of specified items beyond 2020. As a result, reconciliation of this non-GAAP measure to the most directly comparable GAAP measure is not available without unreasonable effort. In addition, the company believes such a reconciliation would imply a degree of precision and certainty that could be confusing to investors. The variability of the specified items may have a significant and unpredictable impact on our future GAAP results.

In addition, the non-GAAP financial guidance in this release excludes the impact of any potential additional future strategic acquisitions and divestitures and any specified items that have not yet been identified and quantified. The guidance also excludes macro-economic effects due to the COVID-19 pandemic that are not yet quantifiable. The financial guidance is subject to risks and uncertainties applicable to all forward-looking statements as described elsewhere in this press release.

Contacts

Bristol Myers Squibb

Media:
media@bms.com
609-252-3345

Investors:
Tim Power, 609-252-7509, timothy.power@bms.com
Nina Goworek, 908-673-9711, nina.goworek@bms.com


MyoKardia

Michelle Corral
Executive Director, Corporate Communications and Investor Relations
MyoKardia, Inc.
650-351-4690
ir@myokardia.com

Hannah Deresiewicz (investors)
Stern Investor Relations, Inc.
212-362-1200
hannah.deresiewicz@sternir.com

Julie Normart (media)
W2O
628-213-3754
jnormart@w2ogroup.com




Exhibit 99.2

 Bristol Myers Squibb to Acquire MyoKardia  October 5, 2020 
 

 Additional Information and Where to Find It The tender offer described in this report has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Bristol Myers Squibb will cause Merger Sub to file with the U.S. Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO. Investors and MyoKardia stockholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by MyoKardia with the SEC, because they will contain important information. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge at www.bms.com or by directing a request to Bristol Myers Squibb, Office of the Corporate Secretary, 430 East 29th Street, 14th Floor, New York, New York 10154-0037. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all stockholders of MyoKardia free of charge at www.myokardia.com or by contacting MyoKardia at ir@myokardia.com, telephone number 650-351-4690. In addition to the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, Bristol Myers Squibb and MyoKardia file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Bristol Myers Squibb or MyoKardia at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Bristol Myers Squibb’s and MyoKardia’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov. Forward Looking Statements This report contains “forward-looking statements” relating to the acquisition of MyoKardia by Bristol Myers Squibb and the development and commercialization of certain biological compounds. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the acquisition will be realized. The actual financial impact of this transaction may differ from the expected financial impact described in this report. In addition, the compounds described in this report are subject to all the risks inherent in the drug development process, and there can be no assurance that the development of these compounds will be commercially successful. Forward-looking statements in this report should be evaluated together with the many uncertainties that affect Bristol Myers Squibb’s business, particularly those identified in the cautionary factors discussion in Bristol Myers Squibb’s Annual Report on Form 10-K for the year ended December 31, 2019, and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Bristol Myers Squibb undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Use of Non-GAAP Financial Information and Financial GuidanceThis earnings release contains non-GAAP financial guidance, which is adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These non-GAAP items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of future operating results. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods. Non-GAAP information is intended to portray the results of the company’s baseline performance, supplement or enhance management, analysts and investors overall understanding of the company’s underlying financial performance and facilitate comparisons among current, past and future periods. For example, non-GAAP earnings and EPS information are indications of the company’s baseline performance before items that are considered by us to not be reflective of the company’s ongoing results. In addition, this information is among the primary indicators that we use as a basis for evaluating performance, allocating resources, setting incentive compensation targets and planning and forecasting for future periods. This information is not intended to be considered in isolation or as a substitute for net earnings or diluted EPS prepared in accordance with GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. There is no reliable or reasonably estimable comparable GAAP measure for this non-GAAP financial guidance because we are not able to reliably predict the impact of specified items beyond 2020. As a result, reconciliation of this non-GAAP measure to the most directly comparable GAAP measure is not available without unreasonable effort. In addition, the company believes such a reconciliation would imply a degree of precision and certainty that could be confusing to investors. The variability of the specified items may have a significant and unpredictable impact on our future GAAP results. In addition, the non-GAAP financial guidance in this release excludes the impact of any potential additional future strategic acquisitions and divestitures and any specified items that have not yet been identified and quantified. The guidance also excludes macro-economic effects due to the COVID-19 pandemic that are not yet quantifiable. The financial guidance is subject to risks and uncertainties applicable to all forward-looking statements as described elsewhere in this press release.  2 
 

         Agreement toacquire MyoKardiafor:$13.1B$225/share in cash   Bristol Myers Squibbto gain access to:MavacamtenFirst-in-class specialty CV medicinewith significant commercial potential CV pipeline and discovery capabilities  Significantmedium- and long-term growth opportunity; accretive to revenue and Non-GAAP EPS starting in 2023  All-cash transactionvia tender offer expected to closein Q4 2020 subject to customary reviews  Transaction overview  3  Significant opportunity for value creation for BMS 
 

         We are well positioned to advance our strategy  Pipeline New product approvals: Reblozyl, Zeposia, Onureg (CC-486)Multiple BLAs/NDAs in progress: liso-cel, ide-cel Two 1L lung approvals: Checkmate 227 and Checkmate 9LADelivered positive results on key clinical trials: Zeposia in UC, Checkmate 9ER, Checkmate 743, Checkmate 649, Checkmate 577, Checkmate 274  CommercialStrong commercial execution, delivering continued topline growth  IntegrationActivities proceeding well, synergies on track  FinancialFinancial strength and P&L discipline  4 
 

 Consistent approach to sustaining innovation and renewing our portfolio  5  Research & DevelopmentWorld class talent & approachProprietary datasets & platformsRobust pipeline  Business DevelopmentA top priority for capital allocationConsistent evaluation criteriaEnabled by financial strength & flexibility  17 marketed medicines, many have opportunities for additional indications 7 assets in registrational development>50 assets in Ph I or Ph II trials 
 

 MyoKardia: Innovative biotech focused on specialty CV  6  mavacamten: A first-in-class myosin inhibitor De-risked lead-indicationPositive Ph3 (EXPLORER) trial for obstructive Hypertrophic Cardiomyopathy (HCM) with strong efficacy and good tolerability profileReceived Breakthrough Therapy Designation inJuly 2020; on track to be filed with FDA in Q1 2021Additional indications e.g. non-obstructive HCM  ~300 employees with significant expertise in cardiovascular  Located inSan Francisco Bay Area  Complementary patient-centric cultures    Obstructive HCM (completed)  P1  P3  Non-obstructive HCM  Precision diastolic disease (mavacamten HFpEF)  HCM  Systolic dysfunction and atrial fibrillation  Genetic dilated cardiomyopathy (DCM)  P2    LUS-1  ACT-1  Precision diastolic diseases (preclinical)  Precision systolic diseases (preclinical)  MYK-224  danicamtiv  mavacamten  PIPELINE 
 

     FXIa inhibitor         Transaction accelerates expansion of leading CV franchise  7  *Assuming District Court ruling upheld upon appeal, no other generics overturn current patents; VTEp: Venous Thromboembolism prevention; TKR: Total Knee Replacement; SSP: Secondary Stroke Prevention  Best-in-class medicine with strengthened IP positionPotential additional exclusivity post 2026  Fully-owned growth driver with potential 2021 launchBMS commercial capabilities are well positioned to realize the full value of the opportunity  Potential next-generation antithromboticPh2 data in VTEp TKR study and SSP study expected next year and 2022  Eliquis        mavacamten   
 

       Hypertrophic cardiomyopathy (HCM) disease profile  8    Normal Heart  Hypertrophic Heart  Decreased left ventricular volume  Thickened heart muscle and septum  LVOT1 obstruction  Diagnosed by echo-cardiogram  Subset of patients have severe symptoms  Typical age of diagnosis in the ~40s-50s  HCM Pathophysiology  Enhanced cardiac actin-myosin interactionsHypercontractility and thickening of the heart muscle  HCM Prevalence  ~1 in 500 people (total population)Most common genetic heart disease   Classification  Obstructive HCM: mechanical obstruction of blood flow out of left ventricle (~2/3 of patients)Non-obstructive HCM: ~1/3 patients  ~25% of obstructiveHCM and ~10% of non-obstructive HCM patients are symptomatic and diagnosed  1. LVOT = Left ventricular outflow tractSource: Olivotto. Lancet. 2020; Maron. NEJM. 2018; Marian. Circ Res. 2017; Maron. J Am Coll Cardiol. 2016; Veselka. Lancet. 2016; Maron. J Am Coll Cardiol. 2015; Ahmad. Annu Rev Genomic Hum Genet. 2005; Maron. JAMA. 1999; Maron. Circulation. 1995.  
 

   Significant unmet need for patients with symptomatic obstructive HCM  9  Symptoms have a meaningful negative impact on quality of lifeComplications can be severe, including:heart failuremitral valve prolapse and regurgitationatrial fibrillationsudden cardiac death      Source: Maron. NEJM. 2018; Geske. JJAC Heart Fail. 2018; Marian. Circ Res. 2017; Maron. Am J Cardiol. 2016; Veselka. Lancet. 2016. Maron. Circulation. 1995.   Patients with Symptomatic Obstructive HCM  80–100K U.S.   80–100KEU  Currently no approved medicines that address underlying disease      Current management is limited to symptomatic relief, compensation via lifestyle changes, or invasive proceduresMedical therapy: non-specific and only offers symptomatic improvementSurgical therapy: typically for patients with severe obstructive HCM and include septal or apical myectomy, septal ablation 
 

   Mavacamten: a potential first-in-class medicine that could treat underlying disease   10  Source: Olivotto. Lancet. 2020.  Normal Sarcomere  HCMSarcomere  HCM Sarcomere with mavacamten  Actin thin filament  Actin-myosin cross-bridge  Myosin thick filament  First-in-class Myosin ATPase inhibitor    Mavacamten’s mechanism of action is specific to cardiac muscleInhibition of myosin cross-bridge formation has a direct impact on underlying disease Reduction of cross-bridges inhibits excessive contractility and hypertrophic stimulus    mavacamten 
 

   Mavacamten: EXPLORER-HCM Study Design  11    1Ho CY et al. Circ Heart Fail. 2020; 13(6):e006853  Pivotal Phase 3, Multicenter, Randomized, Double-blind, Placebo-controlled Trial in Patients With Obstructive HCM1  NYHA Class II/IIIPeak LVOT gradient ≥ 50mmHgLVEF ≥ 55%Background medications allowed    Primary endpoint: functional composite of either (1) ≥ 1.5-mL/kg/min improvement in peak VO2 plus improvement of > 1 NYHA functional class, or (2) ≥ 3.0-mL/kg/min improvement of peak VO2 with no worsening in NYHA functional class at week 30Secondary endpoints: post-exercise LVOT gradient, peak VO2, NYHA class, and quality of life and shortness of breath scores  Inclusion criteria  N=251  Screening  Randomization  Washout                              mavacamten  placebo          5mg QD  10mg QD5mg QD2.5mg QD  15mg QD10mg QD5mg QD2.5mg QD  -W4  D1  W1  W2  W6  W12  W13  W14  W28  W30  W38  W7  W8      DOSE ADJUSTMENT  DOSE ASSESSMENT     
 

 Mavacamten: Compelling Ph3 efficacy profile in symptomatic obstructive HCM  12  [Key Data]  [Key Data]        Mavacamten group (n=123)  Placebo group (n=128)  Difference* (95% CI),p value  Primary endpoint†          Either ≥1.5 mL/kg per min increase in pVO2 with ≥1 NYHA class improvement or ≥3.0 mL/kg per min increase in pVO2 with no worsening of NYHA class     45 (37%)  22 (17%)  19.4 (8.7 to 30.1; p=0.0005)     Both ≥3.0 mL/kg per min increase in pVO2 and ≥1 NYHA class improvement  25 (20%)   10 (8%)   12.5 (4.0 to 21.0)  Secondary endpoints‡          Post-exercise LVOT gradient change from baseline to week 30, mm Hg    –47 (40), n=117  –10 (30), n=122  –35.6 (–43.2 to –28.1; p<0.0001)  pVO2 change from baseline to week 30, mL/kg per min    1.4 (3.1), n=120  –0.1 (3.0), n=125  1.4 (0.6 to 2.1; p=0.0006)  ≥1 NYHA class improvement from baseline to week 30§    80 (65%)  40 (31%)  34% (22 to 45; p<0.0001)  Change from baseline to week 30 in KCCQ-CSS§ (QoL)    13.6 (14.4), n=92  4.2 (13.7), n=88  9.1 (5.5 to 12.7; p<0.0001)  Change from baseline to week 30 in HCMSQ-SoB§ (QoL)    -2.8 (2.7), n=85  –0.9 (2.4), n=86  –1.8 (–2.4 to –1.2; p<0.0001)  Exploratory endpoint          Complete response, n/N (%) Defined as NYHA Class I and all LVOT gradients <30 mm Hg    32/117 (27%)  1/126 (1%)  26.6% (18.3% to 34.8%)  Data are n (%) or mean (SD). HCMSQ-SoB = Hypertrophic Cardiomyopathy Symptom Questionnaire Shortness-of-Breath subscore. KCCQ-CSS = Kansas City Cardiomyopathy Questionnaire-Clinical Symptom Score. LVOT = Left ventricular outflow tract. pVO2 = Peak oxygen consumption. NYHA=New York Heart Association. *Model estimated least-square mean differences were reported for continuous variables. †Patients with a non-evaluable primary endpoint and NYHA secondary endpoint were considered as non-responders. The response rates were calculated with the N value as the denominator. ‡N was the number analysable for secondary endpoints based on availability of both baseline and week 30 values. §Due to the smaller numbers evaluable for patient-reported outcome endpoints, additional post-hoc analyses compared the reasons for missing data. Adapted from Olivotto. Lancet. 2020. 
 

 Mavacamten: 97% completion rate through 30 weeks of treatment  Adverse eventsPreferred term  Mavacamten(n = 123)  Placebo(n = 128)  Patients with ≥1 TEAEs, n (%)  108 (87.8)  101 (78.9)  Total number of SAEs  11  20  Patients with ≥1 SAE, n (%)  10 (8.1)  11 (8.6)  Atrial fibrillation  2 (1.6)  4 (3.1)  TIA  0  1 (0.8)  Syncope  2 (1.6)  1 (0.8)  Stress cardiomyopathy  2 (1.6)  0  Cardiac failure congestive  0  1 (0.8)  Sudden death  0  1 (0.8)  13  3 patients discontinueddue to AEs:2 on mavacamten,1 on placeboNo patients withdrew due to reduced LVEF or symptoms of heart failure   SAE, serious adverse event; TEAE, treatment-emergent adverse event.  Adapted from Olivotto. Lancet. 2020. 
 

 Future mavacamten indications and pipeline opportunities  14   Obstructive HCM (completed)  P1  P3  Non-obstructive HCM  Precision diastolic disease (mavacamten HFpEF)  HCM  Systolic dysfunction and atrial fibrillation  Genetic dilated cardiomyopathy (DCM)  P2    LUS-1  ACT-1  Precision diastolic diseases (preclinical)  Precision systolic diseases (preclinical)  MYK-224  danicamtiv  mavacamten  PIPELINE 
 

 Mavacamten: significant commercial opportunity in symptomatic obstructive HCM  15        Robust Clinical Data  First-to-market  Strong SpecialtyValue  Source: Maron. NEJM. 2018; Marian. Circ Res. 2017; Maron. Am J Cardiol. 2016; Maron. Circulation. 1995.   Addresses underlying disease and improves quality of lifeFirst-to-marketOpportunity to achieve value consistent with chronic specialty CV products    160–200K symptomatic patients across the U.S. and EU are in immediate need of treatment    mavacamten 
 

 Expanded to the broader cardiology community, then PCPsNow focused on increasing share and increasing diagnosis rates    BMS uniquely positioned to realize the full value of mavacamten  16  Established Eliquis as standard of care, despite late entry to market with entrenched SOCInitially established best-in-class profile with key cardiology accounts  mavacamten      Medical / Commercial /Value & Access  Launch-ready infrastructure enables a strong first-to-market position in high-need areaIntroduce new medicine to specialist centers(20% of patients treated)Expand to broader cardiology settingBroaden physician education on the disease withlong-term opportunity to increase diagnosis rates       
 

 Symptomatic obstructive HCM opportunity  High unmet needMavacamten: first medicine with potential to treat underlying diseaseSignificant commercial opportunityBMS uniquely positioned to commercialize   17 
 

 Significant financial benefits  18  Clear opportunity for value creation and P&L growthTransaction IRR in excess of MyoKardia’s WACCMavacamten launch indication is significant and supports the transaction Additional indications and pipeline provide incremental valueSignificant medium- and long-term growth opportunity Accretive to revenue and Non-GAAP EPS starting in 2023  Transaction details$13.1B total considerationAll-cash deal via tender offer, no financing contingencyExpect to use cash and debt while retaining strong investment grade credit ratings   
 

 Consistent approach to capital allocation  19  Continued commitment to the dividend*  Committed to reducing debt:<1.5x Debt / EBITDA by end of 2024  Future innovation through business development  *Subject to board approval 
 

 MyoKardia: Strong strategic fit and financially attractive  20    Compelling Opportunity  First-in-class, specialty CV medicine addressing high unmet need, with significant commercial potential in the lead indication and upside potential from additional indications and pipeline; Obstructive HCM to be filed in Q1 2021  Strengthens CV franchise  Broadens and accelerates expansion of CV portfolio & pipelineFull ownership  Strong Value Rationale  Generates IRR in excess of MyoKardia’s WACCMavacamten in obstructive HCM (launch indication) is a significant opportunitythat supports the transaction, with further opportunities from additional indications and pipeline  Supports P&L Growth  Significant medium- and long-term growth opportunity; Accretive to revenue and Non-GAAP EPS starting in 2023 & substantial impact in the second half of the decadeMeaningful growth driver in the medium- and long-term including into the2H of the decade  Consistent Capital Allocation  Remains focused on disciplined BD, improving leverage and reaching 1.5x Debt/EBITDA in 2024 while committed to the dividend 
 

 Q&A  Giovanni Caforio, M.D.Board Chair,Chief Executive OfficerDavid ElkinsExecutive VP,Chief Financial Officer  21  Chris Boerner, Ph.D.Executive VP,Chief Commercialization OfficerSamit Hirawat, M.D.Executive VP,Chief Medical Officer,Global Drug Development 
 



Exhibit 99.3

 Corrected Transcript  Total Pages: 21      05-Oct-2020  1-877-FACTSET www.callstreet.com  Copyright © 2001-2020 FactSet CallStreet, LLC  Bristol Myers Squibb Co. (BMY)Acquisition of MyoKardia by Bristol Myers Squibb Co Call 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      CORPORATE PARTICIPANTS  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  Tim PowerVice President-Investor Relations, Bristol Myers Squibb Co.Giovanni CaforioChairman & Chief Executive Officer, Bristol Myers Squibb Co.Samit HirawatExecutive Vice President & Chief Medical Officer-Global Drug Development, Bristol Myers Squibb Co.  Christopher S. BoernerExecutive Vice President & Chief Commercialization Officer, Bristol Myers Squibb Co.David V. ElkinsChief Financial Officer & Executive Vice President, Bristol Myers Squibb Co.  ......................................................................................................................................................................................................................................................  OTHER PARTICIPANTSSeamus FernandezAnalyst, Guggenheim Securities LLCTerence FlynnAnalyst, Goldman Sachs & Co. LLCTim AndersonAnalyst, Wolfe Research LLCChris SchottAnalyst, JPMorgan Securities LLCSteve ScalaAnalyst, Cowen & Co. LLC  Geoff MeachamAnalyst, Bank of America Merrill LynchLuisa HectorAnalyst, Joh. Berenberg, Gossler & Co. KG (United Kingdom)Matt PhippsAnalyst, William Blair & Co. LLCNavin JacobAnalyst, UBS Securities LLCDavid R. RisingerAnalyst, Morgan Stanley & Co. LLC 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      MANAGEMENT DISCUSSION SECTION  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  Operator: Ladies and gentlemen, thank you for standing by, and welcome to the Bristol Myers Squibb Acquisition of MyoKardia. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions]I would now like to hand the conference over to your speaker today, Tim Power, Vice President of Investor Relations. Please go ahead, sir.......................................................................................................................................................................................................................................................Tim PowerVice President-Investor Relations, Bristol Myers Squibb Co.Right. Thanks, Sonia, and good morning, everyone. Thanks for joining us today for our call to discuss our acquisition of MyoKardia. Joining me today are Giovanni Caforio, our Board Chair and Chief Executive Officer; along with David Elkins, our Chief Financial Officer; Samit Hirawat, our Chief Medical Officer and Head of Global Drug Development; and Chris Boerner, our Chief Commercialization Officer.As a reminder, a slide presentation and press release regarding today's news are available on the Investor Relations section of Bristol Myers Squibb's website. I will refer you to slide 2 of today's presentation for our legal disclosures.And with that, I'd like to hand the call over to Giovanni, starting on slide 3.......................................................................................................................................................................................................................................................Giovanni CaforioChairman & Chief Executive Officer, Bristol Myers Squibb Co.Thank you, Tim. Good morning, everyone. Today is an exciting day for Bristol Myers Squibb. Through our $13.1 billion all-cash acquisition of MyoKardia, we are further strengthening our company's future outlook as we bring into the company a potentially transformative new medicine with potential for launch in 2021 and accelerate the expansion of our cardiovascular franchise for today and for tomorrow. We expect to commence a tender offer promptly and close the transaction by the end of the year.MyoKardia is a clinical-stage biopharmaceutical company that focuses on cardiovascular disease. Since its founding in 2012, MyoKardia's talented team has used its scientific expertise to develop a potentially first-in-class lead asset called mavacamten and a promising portfolio of pipeline candidates. Bristol Myers Squibb has a long history of discovering, developing and delivering medicines that treat patients with serious cardiovascular disease. And the addition of MyoKardia aligns with our strategy and complements our business very well.In the near term, the acquisition of MyoKardia brings mavacamten, which potentially offers a very important option for patients with cardiovascular disease and an exciting opportunity for the company. Mavacamten has demonstrated clinically-meaningful Phase 3 results for the treatment of patients with symptomatic obstructive hypertrophic cardiomyopathy or obstructive HCM. Obstructive HCM is a cardiovascular disease with high morbidity and patient impact, which Samit will discuss in more detail later. We believe mavacamten has multi- billion dollar revenue potential. And we are excited about the opportunity to improve the lives of more patients with cardiovascular disease around the world. 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      Turning to slide 4. Clearly, today's announcement is an important step in continuing to execute against our strategy, focused on growth and innovation. And I believe our strategy is delivering. Let me provide a high-level overview of where we are as a company and how this transaction fits. We will soon complete our first year following the acquisition of Celgene. So, let me start by saying that I am extremely proud of our accomplishments over the past year, particularly in the face of a global pandemic. I continue to be even more encouraged about our opportunities than in the past. We are delivering strong commercial performance, achieved three new product approvals, continued to add new indications and multiple positive clinical trial results with OPDIVO, advanced our pipeline and further strengthened our financial position.We have done all of this while successfully advancing our integration. Our strong execution and financial flexibility position us well, and it is thanks to the strong foundation we have built that we can continue to advance our strategy. The acquisition of MyoKardia represents a unique opportunity to further expand our portfolio by adding an important growth driver to the company.Let's turn to slide 5, which is based on a slide you would have seen earlier this year. I show this slide for two reasons, firstly, because I continue to be very encouraged by the breadth of opportunities we have as a company across our pipeline and portfolio; secondly, because I want to remind you of our long-standing strategy of maximizing the value of our own pipeline, while complementing our internal portfolio with external innovation. In fact, we have been active in accessing important innovation this year with a number of promising pipeline additions. This strategic approach has served us well by ensuring that we are sourcing the best science and developing the most exciting medicines.Turning to slide 6, where you can see a bit more background on MyoKardia. MyoKardia has around 300 extremely talented and dedicated employees based in the Bay Area, who share our patient-focused culture and passion for addressing unmet medical needs in serious disease. We have long admired their work to revolutionize cardiovascular treatments through a precision approach. And their development efforts today are impressive.Their lead compound, mavacamten, based on the efficacy and safety data we have already seen, has significant potential in obstructive HCM and further opportunities in additional indications. In addition, MyoKardia has a promising pipeline of novel compounds, including two clinical stage therapeutics: danicamtiv, MYK-491; andMyoKardia, MYK-224. These compounds will bolster our leading cardiovascular franchise. Importantly, this is a disease area that we know very well, and it is one where we have a strong track record of developing and commercializing very successful medicines that benefit patients.Turning to slide 7. I am very proud of the cardiovascular franchise we have built. As you can see here, with MyoKardia, we are extending our leading cardiovascular position. We have a leg of developing transformational cardiovascular medicines, including Plavix and Eliquis. We built Eliquis into the number one oral anticoagulant globally with a best-in-class profile, despite being third to market. We achieved this success with a huge development and strong commercial execution. And I feel confident that the recent IP developments related to Eliquis give us some additional runway.Importantly, we also continue to advance development of our Factor XIa inhibitor. We believe this could be another transformational medicine for the treatment of thrombotic diseases. When you layer mavacamten on top of this strong foundation, the opportunities are significant. Mavacamten recently showed compelling Phase 3 data, meeting the primary and all secondary endpoints as well as demonstrating meaningful improvements in symptoms, functional status and quality of life.  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      I would like to also highlight that, unlike Eliquis, mavacamten will be a fully-owned asset. Taken together, this asset fits very well into our existing portfolio. And we are the right company to maximize its potential for patients, given our broad expertise and proven commercial capabilities in this area.I will now turn it over to Samit to discuss why HCM is such an important disease to treat and how mavacamten addresses a significant unmet need. Chris will then talk about why we are so excited about the commercial potential. And David will wrap up with a discussion on the financials.Samit?......................................................................................................................................................................................................................................................Samit HirawatExecutive Vice President & Chief Medical Officer-Global Drug Development, Bristol Myers Squibb Co.Thank you, Giovanni. Let me turn to slide 8 and take a few minutes to tell you about hypertrophic cardiomyopathy or HCM for short. HCM is actually quite a prevalent condition, estimated to affect at least 1 in 500 people globally. Though, as I'll explain in a moments, only a minority of patients have symptomatic disease and get diagnosed.Frequently, this condition is a result of a genetic mutation. And fundamentally, it is associated with enhanced interactions between actin and myosin fibers in the cardiac muscle, which results in thickening or hypertrophy ofthe heart muscle, thus the name hypertrophic cardiomyopathy.You can see that on the illustrations on the left of the slide which shows a healthy heart on the top along with hypertrophy of the left ventricle in the picture below. Within hypertrophic cardiomyopathy, about 2/3 of people have obstructive disease, meaning there is a mechanical obstruction of blood flow from the left ventricle. About 25% of these obstructive hypertrophic cardiomyopathy patients are symptomatic. The other 1/3 of the HCM patients have non-obstructive disease. Importantly, with obstructive or non-obstructive hypertrophic cardiomyopathy patients, it's the symptomatic patients that are in need of treatment. Their symptoms can be severe, and their disease is progressive. Patients typically are diagnosed in their 40s or 50s. And with a progressive disease like this, the treatment is expected to be chronic.Now, turning to slide 9 and focusing specifically on symptomatic obstructive hypertrophic cardiomyopathy. Here, you get a sense of the uphill battle that these patients are facing. Currently, there are 80,000 to 100,000 patients in each the United States and Europe who are symptomatic and diagnosed obstructive hypertrophic cardiomyopathy patients. These patients deal with fainting, fatigue, shortness of breath, limitation of physical activity and they are at increased risk of serious cardiac events, including arrhythmias and even sudden cardiac death. Importantly, the only options these patients today have are highly-invasive surgical procedures, such as myectomy or drugs such as beta blockers and calcium channel blockers that provide limited symptom relief, but do nothing to address the underlying cause of the disease. Clearly, for these patients, there is a real need for a new medicine that can treat their symptoms and address the underlying condition that causes those symptoms.Now, allow me to spend some time on slide 10 to tell you about mavacamten and why the scientific research that MyoKardia has driven provides a very important potential treatment for HCM. Put simply, mavacamten is intended to inhibit excessive myosin-actin cross-bridge formation in a cardiac muscle. This in turn is believed to reduce the excessive contractility caused by the excessive muscle mass in the heart with minimal to no impact on skeletal muscle. Because mavacamten reduces contractility of the heart, the dose of mavacamten will need to be managed carefully to not relax the heart too much. Beyond the interesting mechanism of action, however, let me tell you next about the existing or exciting clinical data that's been generated in patients with obstructive HCM.  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      And thus, turning to slide 11, you can see the EXPLORER-HCM study design. This was a pivotal, randomized, double-blind, placebo-controlled Phase 3 trial in patients with symptomatic obstructive HCM. It was designed to evaluate the first potential targeted medical therapy for these patients.Patients had to have clear evidence of obstruction of blood flow from the left ventricle, as measured by left ventricle outflow tract gradient, or LVOT gradient, more than or equal to 50 millimeters of mercury; and they had to have clear symptoms as defined by New York Heart Association, or NYHA Class II or Class III for heart failure. Left ventricular ejection fraction had to be greater than or equal to 55%. In other words, this trial recruited patients whose disease is seriously affecting their lives.As you know, under the NYHA classification, patients with Class II symptoms though classified as mild live with shortness of breath and/or angina and some limitation of ordinary activity. Patients with Class III disease live with a significant limitation in activity, including being very limited in the distance they can walk. Less than ordinary activity in these patients results in debilitating symptoms, including fatigue, palpitations and/or shortness of breath.Patients were randomized to receive mavacamten or placebo for 30 weeks. Patients began treatment on a 5- milligram dose once a day for mavacamten or a matching placebo, with dose titration at weeks 8 and 14, and were allowed to continue background concomitant medications for HCM symptom management.The primary endpoint of the study was composite of improvements in cardiac function and symptoms. Cardiac function was measured using oxygen consumption, or peak VO2, which is an objective measure of patients' performance on cardiopulmonary exercise testing. Improvement in symptoms was assessed using changes in the NYHA class of heart failure.To be considered a responder, the patient was required to either perform better on both measures or show a higher improvement in oxygen consumption while maintaining their symptom class. There were also several secondary endpoints, including post-exercise LVOT gradient, oxygen consumption as measured by peak VO2, proportion of patients with greater than or equal to one NYHA class improvement, quality of life, safety and others.Looking at the EXPLORER-HCM study results on slide 12, let me share with you a few observations. First, with respect to the primary endpoint at the end of 30 weeks of treatment, 37% of patients on mavacamten achieved the primary endpoint, nearly a doubling of response rate compared to that seen in the placebo arm of 17%. This difference was highly statistically significant.Additionally, 20% of patients on mavacamten met both at least a 3 milliliters per kilogram per minute increase in peak VO2 and at least one NYHA class improvement versus 8% of those on placebo, also highly statistically significant.Now, let me draw your attention to some of the secondary endpoints. Mavacamten was associated with significant improvement in all secondary endpoints compared to placebo, including demonstrating a greater reduction inpost-exercise LVOT gradient of 36 millimeters of mercury and a greater increase in peak VO2 by 1.4 milliliters per kilogram per minutes versus placebo. Now, this is important as this is telling us that there is a reduction in obstruction and an increase in the ability to consume oxygen.Turning to symptoms again. A remarkable 65% of mavacamten-treated patients saw symptom improvement, as demonstrated by an improvement of one or more NYHA class, representing twice as many achieving this  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      improvement compared to those treated with placebo. Mavacamten treatment was also associated with clinically meaningful and statistically significant improvements in patient-reported outcomes.In addition to the impressive primary and secondary endpoint results, 27% of mavacamten-treated patients versus only 1% on placebo achieved a complete response, defined as reduction in all LVOT gradients to less than 30 millimeters of mercury and reaching NYHA Class I; that is, no limitation of physical activity. This means that not only have these patients achieved marked relief of their symptoms, but their obstruction has decreased to below the diagnostic threshold used to define obstructive HCM. Now, this is very impressive result from our point of view.Not shown on this slide, but worth being aware of is the treatment with mavacamten also showed improvements in key cardiac biomarkers, including serum NT-proBNP and troponin, both of which have been found to be predictors of long-term outcomes in patients with hypertrophic cardiomyopathy.Taken together, these data indicate that this medicine is not just improving symptoms and function, but also seems to be improving the underlying condition as we hoped.Turning to slide 13, and briefly on safety. It is also worth being aware that the drug demonstrated a manageable safety profile with no increase in the number of patients developing atrial fibrillation or discontinuations due to reduced left ventricular ejection fraction or worsening of symptoms of heart failure.So based on these very impressive clinical data, it's clear we have a potential new standard of care, but also one that we hope may alter the course of disease for these patients living with symptomatic obstructive hypertrophic cardiomyopathy.Of course, it doesn't end with obstructive HCM. On slide 14, you see that there are also additional opportunities to extend indications for mavacamten in other settings, such as non-obstructive HCM and heart failure with preserved ejection fraction. Additionally, there are other potential opportunities in MyoKardia's overall pipeline, such as the two other assets in the clinic as well as preclinical assets. We look forward to following the science and improving the lives of patients with cardiovascular disease.I'll now turn it over to Chris to talk about the commercial aspects. Chris?......................................................................................................................................................................................................................................................Christopher S. BoernerExecutive Vice President & Chief Commercialization Officer, Bristol Myers Squibb Co.Thanks, Samit, and good morning, everyone. You've just heard about the compelling science behind mavacamten. Let me go to slide 15 and briefly explain why we believe mavacamten presents a potential multi- billion-dollar opportunity just in obstructive HCM alone.First, today, there are about 80,000 to 100,000 patients in the US and roughly the same number in Europe who have symptomatic obstructive HCM and need to be treated. Based on the clinical profile, we believe we have an opportunity to establish a new standard of care for these patients that addresses not just their symptoms, but potentially the underlying disease.Furthermore, as we look at the current market landscape, we expect mavacamten to be first to market and likely the only systemic option available to patients for many years to come. Putting that together with the fact that for many patients this will be life-long therapy and that there will be a strong value proposition for payers and healthcare systems, we see this as a very significant commercial opportunity.  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      Turning to slide 16. We're confident we can deliver this opportunity. We know the cardiovascular market very well and have a history of success in this space, including under more complex circumstances. On this slide, you can see a snapshot of our journey to establish Eliquis as the number one cardiovascular medicine globally. If you recall, although it has a best-in-class profile, Eliquis was entering a market where the standard of care was a decades old generic with deeply entrenched medical practice behind it and Eliquis was launching as the third in class NOAC. As you'll remember, the way we were able to be successful in this contest was focusing first on ensuring the differentiated profile was understood initially in the specialty cardiology segment and then, broadening over time, to cardiology at large and ultimately to primary care. This allowed us to drive growth in a focused way, steadily enlarging the opportunity from expanding market share in the NOAC and OAC markets to increasing treatment rates and diagnoses.In many ways there is a more straightforward path with mavacamten to be the first of its kind. Right now, approximately 20% of obstructive HCM patients are treated in specialty centers. We plan to start there and move to the broader cardiology community. We'll need to ensure that physicians understand the profile of the medicine and know-how to use it. Over time, we'll also spend more time with primary care providers to ensure they're aware of this disease and are referring patients to cardiologists. Foundational to all of this, is that the capabilities we've used to succeed with Eliquis across commercial, medical and value and access will enable us to win with this medicine as well.And turning to slide 17 to summarize the opportunity for patients with symptomatic obstructive HCM there is a substantial unmet need for patients and mavacamten is the first medicine with potential to treat the underlying disease. This represents a significant opportunity for Bristol Myers Squibb and we are best positioned to commercialize this medicine with our world-class cardiovascular capabilities.Let me now turn it over to David.......................................................................................................................................................................................................................................................David V. ElkinsChief Financial Officer & Executive Vice President, Bristol Myers Squibb Co.Thank you, Chris. Now let's turn to the financial benefits of the transaction on slide 18. We see a very clear path to value creation through this transaction. As you saw in the press release, we've promptly commenced a tender offer to acquire MyoKardia for $13.1 billion or $225 per share in cash. We expect the transaction to close in the fourth quarter of this year subject to customary closing conditions, including the tender of a majority of the outstanding shares and HSR approval.We believe this transaction enables us to deliver a significant value for our shareholders. For the treatment of patients with symptomatic obstructive HCM, mavacamten has tremendous potential and, importantly, it has IP protection through the middle of the next decade. As Chris just mentioned, to the extent that mavacamten is successful on other indications or other MyoKardia assets in the pipeline advance successfully this would be incremental value to our shareholders.We expect to leverage be BMS' significant CD capabilities to drive deep penetration in this market which would drive meaningful revenue growth in the medium-term and into the second half of the decade. The transaction is expected to be minimally dilutive to our non-GAAP EPS in 2021 2022 and accretive to revenue and non-GAAP EPS starting in 2023 with significant earnings growth potential over the medium-term and long-term. Today we're reaffirming our 2021 non-GAAP EPS guidance. We expect that this transaction will be financed with a mix of cash on hand and debt. And we also remain committed to maintaining our strong investment grade rating as we deleverage over the next couple of years.  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      Slide 19 highlights our longstanding approach to capital allocation, which remains unchanged. We will remain disciplined and we are committed to improving our leverage metrics to 1.5 times debt to EBITDA now by the end of 2024. We also remain committed to a dividend as demonstrated by the company's 10-plus year history of annual dividend increases. And share repurchases remain focused on offsetting dilution from stock-based compensation. We will continue to prioritize business development as we believe in sourcing external innovation to complement our internal pipeline to drive continued top line and bottom line growth.With that, I'll turn it back to Giovanni for some closing remarks.......................................................................................................................................................................................................................................................Giovanni CaforioChairman & Chief Executive Officer, Bristol Myers Squibb Co.Thank you, David. Let me summarize on slide 20. I hope it is clear why we are excited about this transaction. We are acquiring a cardiovascular asset expected to be filed soon with the FDA with significant medium and long term revenue potential, which further strengthens the future outlook of the company into the second part of the decade and beyond.Overall, we expect the transaction will deliver significant growth potential. MyoKardia's pipeline is promising and its talented employees will fit seamlessly with our great team here at BMS and we look forward to welcoming them. Leveraging MyoKardia's programs and world class translational research capabilities and BMS' pipeline, proven expertise and commercial capabilities, we are confident we are strengthening our long-term leadership in cardiovascular, an important therapeutic area for BMS with a strong legacy and an exciting future ahead. I remain confident in the future of Bristol Myers Squibb and continue to be excited for what is to come.With that I'll hand it back to the Tim to open up the Q&A. Thank you.......................................................................................................................................................................................................................................................Tim PowerVice President-Investor Relations, Bristol Myers Squibb Co.Thanks, Giovanni. Sonia, could we go through the first question, please.  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      QUESTION AND ANSWER SECTION  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  Operator: Thank you. [Operator Instructions] Our first question comes from Seamus Fernandez at Guggenheim. Your line is now open.......................................................................................................................................................................................................................................................  Seamus FernandezAnalyst, Guggenheim Securities LLC  Q  Oh, great. Thanks so much for the questions and congratulations on the transaction. So, a couple of questions here. First off, one of the sort of complicating features of the MyoKardia story to some degree was the possibility of seeing a much expanded patient population. So, pricing has always been a question as it relates to the expansion into the HFpEF population. So, just hoping that you could help us understand a little bit of how you see that market opportunity and when that transition could happen or if that's a vehicle for the pipeline assets more so, so that mavacamten is really positioned for HCM.And then the second question is as we think about the continued very robust cash flow that Bristol Myers Squibb is continuing to generate. One of the comments that you made, Giovanni, I was just hoping to have a little bit of a better understanding of it, you mentioned that it's possible that we could see Eliquis protected for an extended period of time beyond the sort of pediatric extension in 2027. Just hoping that you could help us understand that a little bit better and also the interest in incremental transactions whether it be in cardiovascular and metabolic disease or other adjacent areas outside of oncology or if your focus is likely to shift and stay kind of more in the cardiovascular disease setting. Thanks so much.......................................................................................................................................................................................................................................................  A  Giovanni CaforioChairman & Chief Executive Officer, Bristol Myers Squibb Co.Thank you, Seamus. Let me just start maybe with your second question and then the last, Samit and Chris, to  comment on the first one. So, my comments' related to the positive outcome of the recent patent trial. Obviously, we understand there is a possibility for an appeal there, but we feel strongly about our patent position with Eliquis. We believe that that was clearly reinforced by the outcome of the trial. So, in the past, we have commented that we were looking at 2026 as the year for potential loss of exclusivity with Eliquis at this point. Given where we are, we believe there is a real opportunity for that to be happening a little bit later. So, we are absolutely reassured with respect to the strength of IP and the prospects for Eliquis.Your second part of your question for me was about transactions and how do we think about our financial position and capital allocation. I like to make a couple comments there. So, the first one that I would make is the company is in a really, really strong position. We are coming close to the first year anniversary of the closing of the transaction with Celgene. And if you think about all that has happened this year in terms of commercial performance and associated financial strength, the approval of three new medicines, the significant flow of positive clinical trial results, the advancements we've made with our late-stage pipeline and the early-stage pipeline, we feel really good about our future.From the perspective of how we think about innovation coming into Bristol Myers Squibb, it's always been a combination of internal and external innovation. And externally, we've been looking at opportunities like MyoKardia that fit into therapeutic areas that we know well where we have strong expertise and capabilities, assets that are transformational from a science perspective and transactions that makes sense financially. So, this one fits all of those. And as I've mentioned, I feel really good that it adds a multibillion dollar growth driver, 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      which will have, if approved when approved, a significant impact for the company in the second part of the decade.Going forward, we will continue to do what David mentioned in terms of resource allocation, will be really focused on paying back the debt and de-levering but we'll continue to look at opportunities from a business development perspective. And when you think of the company today we've got four really strong franchises, solid tumors, hematology immunology and the cardiovascular medicine, all of them have strong dynamics. All of them are areas that have real potential where we have leading positions. And so, it's natural for us to continue to look at opportunities in all of those areas. I would say for the most part those opportunities, as always, will be smaller science-based deals. But given an opportunity like MyoKardia, I think we always have the flexibility and the ability to move quickly when something as compelling happens. So, with that, let me ask Chris and Samit to add on the first part of your question.......................................................................................................................................................................................................................................................  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  Christopher S. BoernerExecutive Vice President & Chief Commercialization Officer, Bristol Myers Squibb Co.  A  Thanks for the question, Seamus. Maybe I'll start. With respect to HFpEF and HFrEF opportunities, those really we do consider to be pipeline opportunities. So, I'll turn it over to Samit in a minute to speak to those. With respect to the opportunity that we have with obstructive HCM, however, we view that as a very large and compelling opportunity and let me just highlight a couple of reasons why. First, it's a very large and defined population of patients, as we said, about 80,000 to 100,000 patients in the US and roughly the same number in Europe. These patients are symptomatic and there's – as Samit mentioned, an urgency to treat these patients.The second thing I would highlight is that existing systemic therapies are non-disease specific and, as we've mentioned, short-lived in terms of effectiveness. In fact, the most effective treatments in this space are surgical treatments which, as you know, are invasive, have a high morbidity and are expensive; and that latter point is important for payers.There's also a nice alignment between what customers are looking for, for new therapies and the data that Samit went over with the EXPLORER trial in terms of symptom-relief quality of life improvements and drugs that are well-tolerated. And so, if you add really all of that together, we think we've got a really compelling opportunity just in obstructive HCM alone.And one final point for me on pricing. I think, obviously, it's too early to discuss pricing. As we always do, we're going to think about pricing our medicines to reflect the value that they provide to patients and healthcare systems with an eye to ensuring that patients who need the drug have access to it. But given the clinical profile that we see with mavacamten as well as a number of the points I've just made, we think we're going to have a strong value story to tell around this product.And with that, maybe I'll ask Samit to comment on the pipeline.......................................................................................................................................................................................................................................................  Samit HirawatExecutive Vice President & Chief Medical Officer-Global Drug Development, Bristol Myers Squibb Co.  A  Sure. Thanks, Chris. Let me just start with mavacamten first because I think it's important to understand a couple things here that it is initially being developed for the treatment of obstructive hypertrophic cardiomyopathy. And certainly that is a indication where we already have seen the Breakthrough Therapy Designation granted as well as the Orphan Drug Designation in the United States. 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      Now, based on its mechanism as well as the evidence of the activity that has been shown, we are now looking to further understand the potential that it has for symptomatic non-obstructive hypertrophic cardiomyopathy and potentially also for the targeted population of patients with preserved ejection fraction, or HFpEF, as you mentioned. And why is that?There is a similarity in these patients in terms of symptomatology as well as the pathophysiology when we talk about myocardial diastolic dysfunction or the filling pressures or the left ventricular wall hypertrophy, et cetera.So early days at this time, but these are things that are going to be investigated with the ongoing Phase 2 studies and planned studies in the future. This is not for all patients with HFpEF, but more of a sub-segment of the population that we're going to have to decipher as we look forward.For the HFrEF side, certainly, there are opportunities that we'll explore from the pipeline perspective. There are many other molecules that are to be developed, in the pipeline and we're going to look at the emerging data from those. Thank you.......................................................................................................................................................................................................................................................  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  Tim PowerVice President-Investor Relations, Bristol Myers Squibb Co.Great. Okay. Thanks, Samit. Sonia, could we go to the next question, please?  A  ......................................................................................................................................................................................................................................................Operator: Thank you. Our next question comes from Terence Flynn of Goldman Sachs. Your line is now open.......................................................................................................................................................................................................................................................  Terence FlynnAnalyst, Goldman Sachs & Co. LLC  Q  Great. Thanks for taking the questions. Maybe two for me. First, was just wondering if the pre-NDA meeting has happened yet for mavacamten? And if not, what are the gating items here with respect to the filing? And then, on the safety database, maybe you could just give us an update in terms of the total number of patients that have been treated with the drug. What's the average duration of treatment? How long have patients been followed?Thank you very much.......................................................................................................................................................................................................................................................  Giovanni CaforioChairman & Chief Executive Officer, Bristol Myers Squibb Co.  A  Thanks, Terrence. Let me just start and then Samit can add. As you can imagine, we've conducted a thorough due diligence on the company. That always includes a look at the data and what is happening from a regulatory perspective, particularly given the imminent submission of a file in the first quarter, planned for the first quarter of next year. We don't comment on specifics related to interactions with the regulatory authorities. But as I mentioned, we did focus obviously on the upcoming submission in our due diligence. Samit?......................................................................................................................................................................................................................................................  Samit HirawatExecutive Vice President & Chief Medical Officer-Global Drug Development, Bristol Myers Squibb Co.  A  Thank you. If you look at these studies that have been conducted across Phase 1, 2 and 3, it's approximately, I would say, 250-odd patients. It's hard to give you exact number because we're continuing to look at the deeper side of things, and there are patients that are still being enrolled in the ongoing studies. As you know, VALOR is currently enrolling patients as well as patients are continuing to be followed in the long-term exposure, long-term extension. 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      So across the studies such as EXPLORER-HCM, MAVERICK and then the prior Phase 2 study prior to EXPLORER and then VALOR and the long-term extension, these are the number of patients, more than 250 patients have already been exposed. And, again, the long-term data is going to serve very well as you look at the overall safety and continued efficacy profile of this medicine.......................................................................................................................................................................................................................................................  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  Tim PowerVice President-Investor Relations, Bristol Myers Squibb Co.Great. Thanks, Samit. Sonia, let's go to the next question, please.  A  ......................................................................................................................................................................................................................................................Operator: Thank you. And our next question comes from Tim Anderson of Wolfe Research. Your line is now open.......................................................................................................................................................................................................................................................  Tim AndersonAnalyst, Wolfe Research LLCWell, thank you. Between Bristol and Celgene, you have a lot of assets already under development across therapeutic areas, so layering in another one at this stage while you're still integrating Celgene is kind of surprising and unusual. And then, some investors are bound to ask whether there is any sort of problem  Q  elsewhere in your business that you might be trying to backfill on either late-stage pipeline assets or inline brands. So can you assure us that this is not the case and that your confidence in everything you've laid out since the Celgene deal is announced is just as high as ever, including some of the upcoming readouts?And in the past, we haven't given product-specific guidance. When you've been asked if something could reach blockbuster status, you usually defer and decline to answer. But in this case, you are kind of breaking from that trend saying it'll be multi billion dollars in sales eventually, and I'm wondering why you're making that exception here. And can we expect that you'll start to give more granularity on sales potential with other products in the future?......................................................................................................................................................................................................................................................  Giovanni CaforioChairman & Chief Executive Officer, Bristol Myers Squibb Co.  A  Thank you, Tim. Let me address the elements of your question. So, first of all, let me be very clear. The reason why we've made the decision to acquire MyoKardia starts with how good we feel about the company. We've established a strong foundation across our businesses. The strong execution we've had this year speaks to our ability to significantly accelerate the integration between Celgene and Bristol Myers Squibb and deliver the synergies.The performance of our business, from a commercial perspective, has continued to be really strong. We've received approval for three medicines. We have two ongoing files with the FDA. And we've had remarkable success, I would say, with respect to clinical trial readouts. So I think it's really because of the strong foundation that we've established and the fact that we feel really good about where we are as a company that we can continue to advance our strategy.And as you think about our strategy, number one, it has always been about complementing internal R&D efforts that I feel really good about with external innovation and business developments and our capital allocation strategies balanced with business development, however, always having been a central pillar for us. When you think about doing a deal in cardiovascular, I think for us it really makes a lot of sense to be strengthening a franchise where we've demonstrated the ability to execute and build leading medicines. And the important element of the acquisition of MyoKardia is that the key driver of growth at this point, which is the use of 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      mavacamten in obstructive HCM, we've seen the clinical data there. So, obviously, the priority is the regulatory. But shortly thereafter will be commercial, which is an area we feel really, really good about.And with respect to your comments about the multi-billion dollar potential, what I would say first of all, continuing to strengthen the outlook of the company in the second half of the decade with de-risked commercial assets of this size and magnitude, I think it's a priority for us and I think this fits particularly well into that objective, together with the strongest pipeline we've ever had. You're right, we don't provide guidance for future assets. We don't intend to provide detailed guidance for mavacamten either but we thought it was important to share our excitement and the perspective that we have on the size of these assets because the unmet medical need is very high. The profile is very differentiated. The population is significant and similar to what we've done to when we discussed in our R&D Day, the way we thought about the potential for some of our assets, I think it's important to articulate how enthusiastic we are about this one. Thanks.......................................................................................................................................................................................................................................................  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  Tim PowerVice President-Investor Relations, Bristol Myers Squibb Co.Thanks, Giovanni. Sonia, could we go to the next question please?  A  ......................................................................................................................................................................................................................................................Operator: Thank you. And our next question comes from Chris Schott of JPMorgan. Your line is now open.......................................................................................................................................................................................................................................................  Chris SchottAnalyst, JPMorgan Securities LLC  Q  Great. Thanks so much for the questions. Can you just talk a little bit more about the HCM diagnosis rate in the symptomatic part of the market? I'm just trying to understand what percent of patients are identified today, where do you think that could go over time and what are the hurdles to identifying those patients? It seems like that's kind of a critical piece of the launch dynamic here.And then my second question was just on coming back to the idea of just kind of leverage and where this leaves the company. Can you just talk a little bit more about the capacity for further business development opportunities you have at this point? I think you're talking about again the sub 1.5 times leverage by the end of 2024. Where does that leave the company now in terms of as we think about how much capital you could put to work over the next few years? Is there any rate limiting factors for you to think about as you consider deals going forward?Thanks so much.......................................................................................................................................................................................................................................................  Christopher S. BoernerExecutive Vice President & Chief Commercialization Officer, Bristol Myers Squibb Co.  A  Chris, maybe I'll start and then Samit can weigh in as necessary. In terms of the percentage of patients who are diagnosed today, we estimate about 25% of obstructive patients are diagnosed today and they're typically diagnosed symptomatically and that's one of the challenges that have existed – that has existed in this market is that, patients, as they get symptoms, will typically compensate for those symptoms and it isn't until they become very serious or much more serious that they seek very targeted medical attention and that a confirmed diagnosis is presented.That actually plays in sort of two ways in this space. In the first instance, the patients that we've identified as symptomatic today, the 25% roughly of HCM patients who have obstructive and symptomatic disease, those are patients for which there is a real urgency to treat. So we feel very good about the ability of this profile with mavacamten to treat those patients. 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      In terms of how we see that evolving over time, I think first of all you will see some modest increase in diagnosis potentially over time just by virtue of having a highly effective agent like mavacamten available. Beyond that, I think it's going to require more significant education, not just at the cardiology community but eventually in the longer term as we mentioned before in the PCP community to be on the lookout for patients who have symptoms and may potentially have HCM, and that will be a longer term objective of ours. But we feel very good about our ability to first of all take those patients who are already diagnosed and treat them and then over time potentially move that diagnosis rates modestly. Samit, anything else to add?......................................................................................................................................................................................................................................................  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  Samit HirawatExecutive Vice President & Chief Medical Officer-Global Drug Development, Bristol Myers Squibb Co.No. I think you've covered it all. Thanks, Chris.  A  ......................................................................................................................................................................................................................................................  Giovanni CaforioChairman & Chief Executive Officer, Bristol Myers Squibb Co.  A  And Chris, let me just add to your question about capital allocation and future deals. So, first of all let me just start by saying delevering is – remains a really important priority for us. We communicated this morning that we are planning on reaching the 1.5 debt-to-EBITDA ratio by the end of 2024. That's a little later than we had anticipated before but we think it's very appropriate.I think in that context our capital allocation strategy really doesn't change. We continue to see bringing external innovation into the company as a priority. We've been active from day one. As you know we've done a number of smaller deals this year from Forbius to Dragonfly. And we do continue to look at external opportunities as they come.The way we look at those will continue to be the same, which is they need to be breakthrough science, they need to be in therapeutic areas where we have strong capabilities and the opportunity, ability to generate value. They need to make sense financially. And from that perspective then, we're relatively size agnostic. And the only thing I would add is that of course as we look at deals, the majority of the deals we do will continue to be small science- driven deals.At the same time, what we have demonstrated now with MyoKardia, is that when we have a unique opportunity with the right assets that is a meaningful asset, at the right time and that – and one that makes a big difference for the company at an important time in our future, we're ready to move and we did that with MyoKardia. So I'm excited about this. And I think this will continue to be the strategy that really sort of governs the way we think about capital allocation.......................................................................................................................................................................................................................................................  Tim PowerVice President-Investor Relations, Bristol Myers Squibb Co.Thanks, Giovanni. Sonia, could we go to the next one?  A  ......................................................................................................................................................................................................................................................Operator: Thank you. And our next question comes from Steve Scala of Cowen. Your line is now open.......................................................................................................................................................................................................................................................  Steve ScalaAnalyst, Cowen & Co. LLC  Q  Thank you. A couple questions. This transaction should clip 2021 earnings by about $0.15 to $0.25 a share, does this imply that the low end of the $7.15 to $7.45 guidance range is now more likely next year? So that's the first question. Second question is that heart failure drugs typically have had slow rollouts and HCM is just a slice of the 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      heart failure market. The exception is when those drugs are priced as rare disease drugs such as perhaps tafamidis. So should investors assume rare disease placing for this drug and would you push back on that assumption? Thank you.......................................................................................................................................................................................................................................................  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  David V. ElkinsChief Financial Officer & Executive Vice President, Bristol Myers Squibb Co.  A  Thanks, Steve. David here. Regarding your first question, look, we've – as you've seen this year we've had very strong performance despite the COVID environment and the business remains very resilient. So we're feeling really good about this year. As far as the specific guidance for next year, you're correct, we did say $7.15 to$7.45, we remain confident in that. I think it also demonstrates the diversity of the business, the financial discipline we have, how well the integration is going as well as our confidence in the synergies that we're achieving on the Celgene transaction, all of those things. We have a lot of levers to pull and it gives us confidence in that guidance range that we had for 2021.......................................................................................................................................................................................................................................................  Christopher S. BoernerExecutive Vice President & Chief Commercialization Officer, Bristol Myers Squibb Co.  A  So maybe I'll take the second part of your question. So first of all, as we said previously, it's too early to discuss anything about pricing so I wouldn't make any assumptions there. What I would say about some of the challenges that you've seen with the rollout of drugs in the space is related to market access. And I think that we're certainly keenly aware based on our experience with Eliquis on the importance of access and security access for mava out of the gate is going to be critical.I'll remind you of a few things in that regard. First, we have very deep access capabilities supporting Eliquis today. And in the case of mavacamten we have a very strong profile based on the clinical data from EXPLORER that Samit went through across both clinical and quality of life endpoints. We have a defined patient population here. There are currently really no available systemic therapies that are targeting the disease. And importantly, EXPLORER was conducted on a background of existing therapies and that's really going to be critical as we think about payers. And the most effective treatments in the space today are surgical ablations which are invasive, carries significant morbidity and are costly, also very important from a payer standpoint. So you add all of that up. We think we've got a good value story to tell with mava and strong capabilities to support telling that story to payers and healthcare systems.......................................................................................................................................................................................................................................................  Tim PowerVice President-Investor Relations, Bristol Myers Squibb Co.Okay. Thanks, Chris. We go to the next question, please.  A  ......................................................................................................................................................................................................................................................Operator: Thank you. And our next question comes from Geoff Meacham of Bank of America. Your line is now open.......................................................................................................................................................................................................................................................  Geoff MeachamAnalyst, Bank of America Merrill Lynch  Q  Hey, guys. Thanks for the question. And I also wanted to offer my congrats on the deal. I just had a few. So I see consensus peak of mavacamten of around 2 billion HCM. But with the purchase price, just wanted to see what you guys have assumed could be the contribution for non-obstructive HCM or cardiomyopathy. Just different, the indication beyond the lead. And then for David, I know we're about one year post the Celgene close and you've talked about synergies being on track. For MyoKardia, can you speak to integration, how straightforward do you 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      think it will be? And then, what's the risk of this being a distraction as the Celgene integration continues. Thank you.......................................................................................................................................................................................................................................................  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  Giovanni CaforioChairman & Chief Executive Officer, Bristol Myers Squibb Co.Thank you, Geoff. Let me start just a quick comment and then David will add. We think about the obstructive  A  opportunity as a significant opportunity as we mentioned earlier. And when we've looked at the value of the deal, it starts from the fact that our view of obstructive and the opportunity that we have there really justifies the acquisition of the company.As you know, non-obstructive is about a third. So it's two-thirds obstructive, one-third non-obstructive, so that potentially could be an additional indications that we will continue to pursue that would be meaningful as well. But from our perspective, we feel strongly that we can generate significant value here and create a multibillion dollar asset through the obstructive opportunity. David?......................................................................................................................................................................................................................................................  David V. ElkinsChief Financial Officer & Executive Vice President, Bristol Myers Squibb Co.  A  Yes. So, Geoff, thanks for the question. I'll start with Celgene. The integration has been going really well. As you know, back before COVID hit, we had 90% of people knew what their roles are, everybody knows the reporting relationships, our sites were announced and even our research and development centers were announced. And so we built a really strong capability here and we think that as far as MyoKardia with their 300-plus employees, they'll fit really nicely within our cardiovascular business. They're based in San Francisco, we have a strong presence in San Francisco. So given the strengths of the Celgene integration being able to plug MyoKardia in to our cardiovascular franchise, we don't see it as being disruptive at all.......................................................................................................................................................................................................................................................  Tim PowerVice President-Investor Relations, Bristol Myers Squibb Co.Okay. Sonia, could we go to the next question please?  A  ......................................................................................................................................................................................................................................................Operator: Thank you. Our next question comes from Luisa Hector from Berenberg. Your line is now open.......................................................................................................................................................................................................................................................  Luisa HectorAnalyst, Joh. Berenberg, Gossler & Co. KG (United Kingdom)  Q  Hello. It's Luisa Hector from Berenberg. And thank you for taking my questions. Just returning to the issue of the accretion from 2023, just piecing together selling cost and so forth, does this mean your Eliquis infrastructure is insufficient or should we expect some more R&D costs, perhaps from 2022 you need to start some outcome studies or any new clinical trials that are not yet underway? And could I also ask how competitive was this process? Was that also a factor in the timing you have to move now so as not to miss this opportunity? Thank you.......................................................................................................................................................................................................................................................  David V. ElkinsChief Financial Officer & Executive Vice President, Bristol Myers Squibb Co.Luisa, thank you for the question. And on the first part of that question, there are some expenses. Obviously,  A  we're going to continue to build out the commercial organization to get ready for the launch next year. And the second thing is, there are research and development studies that will continue, as you saw through the presentation, both continuing the filing that we have with the obstructive HCM, but as well as some of those 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      earlier stage pipeline assets will continue. You spend $13 billion on an asset like this and you want to continue and invest behind it. So that's why you have that minimal dilution, as we said, through 2021 and 2022.But as you launch the product, mavacamten, towards the end of next year, you start to get the benefit of that revenue. And it very quickly becomes accretive, as we said, starting in 2023. And it will be a significant growth driver as we go through 2025. And as we said before, in the second half of the decade, it's going to really provide growth for us there as well. So we feel really good about the near-term, but as well as the medium-term with this asset.......................................................................................................................................................................................................................................................  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  A  Giovanni CaforioChairman & Chief Executive Officer, Bristol Myers Squibb Co.Luisa, maybe if I can add a couple of things. First of all, we believe we can fully leverage our existing CV business. Obviously, we'll look at that country-by-country. But, overall, I think that's one of the really important  points for us. And obviously, to answer the other part of your question about process, we don't comment on the process. You'll read about that in SEC filings.What I can tell you is that obviously the availability of the Phase 3 data and the opportunity to submit a file to the FDA in the first quarter of next year create a unique opportunity for us because we wanted to work with the MyoKardia team to be able to bring all our expertise to the filing, the regulatory process and, most importantly, to the commercial launch. So this is not just the right asset, it's also the right time.......................................................................................................................................................................................................................................................  Tim PowerVice President-Investor Relations, Bristol Myers Squibb Co.Okay. Sonia, can we go to the next question please?  A  ......................................................................................................................................................................................................................................................Operator: And our next question comes from Matt Phipps of William Blair. Your line is now open.......................................................................................................................................................................................................................................................  Matt PhippsAnalyst, William Blair & Co. LLC  Q  Well, thanks for taking my question. Just a quick one. So the initial titration of mavacamten dose utilizing echo was obviously successful in the EXPLORER trial. But just translating that to real world applications, there's a slightly more laborious initial dosing. And so, how do you think that impacts the kind of initial uptake of the drug? And is this something that – hopefully, COVID environment is dying down by then by the vaccines, but is that going to be a little more tougher to do in a COVID environment, I guess?......................................................................................................................................................................................................................................................  A  Samit HirawatExecutive Vice President & Chief Medical Officer-Global Drug Development, Bristol Myers Squibb Co.Thanks, Matt, for the question. So as I had said in my presentation itself, it is important that based on the mechanism of action of the drug, which is fantastic because it's directly acting on the myosin so that the actin- myosin filament cross bridging is managed. And if we go too far, then the contractility becomes too much  relaxation, so to say. So we need to be in a good window, and there is quite a wide window in terms of the dosing.Echo for these patients is quite normal and is part and parcel of the management of the disease. So physicians as well as the patients are quite used to going through the process and procedure, and it's not invasive. So that's the easy part of it. And echo readings are hard. Because they are mostly mechanical, they're easier to perform. And so, we do believe that this is not a huge burden on the healthcare system or the patient or the physician and should be easy to incorporate in the overall treatment armamentarium for the patients. 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      Chris, you may want to add further from a use perspective in the commercial setting.......................................................................................................................................................................................................................................................  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  Christopher S. BoernerExecutive Vice President & Chief Commercialization Officer, Bristol Myers Squibb Co.Yeah. I would just echo what Samit said. We don't see that the dosing of this drug is going to be a significant impediment at all to the uptake. In fact, we have anticipated, because of the mechanism of action with  A  mavacamten, that prior to launch, we're going to do significant in-servicing of the customers who will be utilizing this product. And that's going to be an important component of ensuring that all of the customers who would be treating with mavacamten know how to use it, know how to dose it and know how to administer it to patients.......................................................................................................................................................................................................................................................  Tim PowerVice President-Investor Relations, Bristol Myers Squibb Co.  A  Great. Thanks, Chris. I know we're running a little short on time. So maybe we can squeeze in one or two more. Sonia, maybe we can go to the next one?......................................................................................................................................................................................................................................................Operator: Thank you. And our next question comes from Navin Jacob of UBS. Your line is now open.......................................................................................................................................................................................................................................................  Navin JacobAnalyst, UBS Securities LLC  Q  Hi. Thanks so much for taking the question. Just wondering if you could help us understand the ramp of how we should be thinking about the launch of mavacamten. We've seen some cardiovascular drugs while they're big at peak have taken quite a bit of time ramping up. Should we assume this sort of similar slow ramp from mavacamten? Entresto was rather a slow launch but then eventually started rolling along and did just fine. Is that the ramp or do you anticipate perhaps because of a greater need here to have a quicker ramp? Any kind of color would be helpful. Thank you.......................................................................................................................................................................................................................................................  Christopher S. BoernerExecutive Vice President & Chief Commercialization Officer, Bristol Myers Squibb Co.Yeah. This is Chris. Maybe I'll take that one. So I think the way we thought about this is that we view this as  A  staged and very stepwise approach to how we're going to grow this business, very similar in many respects to how we grew the Eliquis business.I think that a few things are really important to understand as it relates to mavacamten. The first is that this is a relatively concentrated group of customers who are going to be administering mavacamten, particularly to those more severely symptomatic patients. There are about 60 centers of excellence. They cover about, as Samit mentioned, about 20% of those more severe patients. That will obviously be an important first step for us.And then, if we think about expanding beyond that, the next step will be obviously to hit those cardiologists who are treating today a broader set of HCM diagnosed patients and then, ultimately, in the longer term expand to a larger community inclusive of PCP. So I think we have a very stepwise approach to how we think about the launch.The other thing I would say, just to go back to the previous question around access, one of the big impediments in this space has been market access. But again I think, here, we have very strong capabilities in this area. This is a very compelling story from both a clinical standpoint as well as we believe a value standpoint. So obviously getting that right at launch is going to be important, but we think we've got very good skills in this area. 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      And then the last thing I would say is this is a space that we know well with our cardiovascular team supporting Eliquis today. So we feel very good about our ability to launch this and launch it successfully albeit in a very staged way.......................................................................................................................................................................................................................................................  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  Tim PowerVice President-Investor Relations, Bristol Myers Squibb Co.Chris. Maybe we can go to our last one, please?  A  ......................................................................................................................................................................................................................................................Operator: Thank you. And our next question comes from David Risinger of Morgan Stanley. Your line is now open.......................................................................................................................................................................................................................................................  David R. RisingerAnalyst, Morgan Stanley & Co. LLC  Q  Thanks very much. And I wanted to add my congrats as well. My question is, could you please comment on your view of and expectations for potential competitor Cytokinetics' CK-274? I'm not too familiar with these drugs and just wanted to get your take on that as a potential competitor. Thank you.......................................................................................................................................................................................................................................................  Samit HirawatExecutive Vice President & Chief Medical Officer-Global Drug Development, Bristol Myers Squibb Co.  A  Thank you, David, for the question. So the CK – the Cytokinetics molecule is just in the Phase 1/2 portion, I think Cohort 2 is being enrolled from what the public information that is available, similar mechanism of action, but several years behind, we would project. Certainly, the ability for mavacamten now that we have the Phase 3 data as we have talked about in terms of looking forward to discussions with the regulatory authorities and getting it to the patients as quickly as possible with Breakthrough Therapy designation, with Orphan Drug designation. So we are certainly looking forward to those interactions and moving the process along. The Cytokinetics compound certainly is going to be there in a few years from now, and we'll continue to observe as the data evolves as to what that brings for the patients in the future.......................................................................................................................................................................................................................................................Giovanni CaforioChairman & Chief Executive Officer, Bristol Myers Squibb Co.Thank you. Thank you, Samit. And thanks, everyone. Let me just bring the call to a close, and just repeat, we're very excited about what we're announcing today. At Bristol Myers Squibb we are in a really strong position as a company. We built a great foundation over the last 12 months. Our opportunities from a pipeline perspective are very significant. And as we look at executing our strategy, we're really happy to be able to add a great company to be working with us. Importantly, great people with a science – with a focus on science and patients.And as we've discussed today, mavacamten, which is a very differentiated potential medicine for the treatment of an unmet medical need in an area where patients are waiting with the opportunity to submit a file to the FDA in the first quarter of next year, just a few months, potentially launch by the end of 2021 and significant opportunity to generate incremental growth meaningful to Bristol Myers Squibb in the second half of this decade. We're excited to continue to work towards closing by the end of the year and we look forward to get into work as soon as we can on the regulatory filings to the US, later to the rest of the world, regulatory authorities, and bringing this product to patients. 
 

 Bristol Myers Squibb Co. (BMY) Acquisition of MyoKardia by Bristol Myers Squibb Co Call  Corrected Transcript05-Oct-2020      Tim and his team will remain available to all of you during the course of the day and the next few days this week to answer any questions you may have and we look forward to continuing the dialogue. Thanks for dialing into the call at short notice today. Thanks everyone and have a good day.......................................................................................................................................................................................................................................................Operator: Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.  *Copyright © 2001-2020 FactSet CallStreet, LLC  1-877-FACTSET www.callstreet.com  DisclaimerThe information herein is based on sources we believe to be reliable but is not guaranteed by us and does not purport to be a complete or error-free statement or summary of the available data. As such, we do not warrant, endorse or guarantee the completeness, accuracy, integrity, or timeliness of the information. You must evaluate, and bear all risks associated with, the use of any information provided hereunder, including any reliance on the accuracy, completeness, safety or usefulness of such information. This information is not intended to be used as the primary basis of investment decisions. It should not be construed as advice designed to meet the particular investment needs of any investor. This report is published solely for information purposes, and is not to be construed as financial or other advice or as an offer to sell or the solicitation of an offer to buy any security in any state where such an offer or solicitation would be illegal. Any information expressed herein on this date is subject to change without notice. Any opinions or assertions contained in this information do not represent the opinions or beliefs of FactSet CallStreet, LLC. FactSet CallStreet, LLC, or one or more of its employees, including the writer of this report, may have a position in any of the securities discussed herein.THE INFORMATION PROVIDED TO YOU HEREUNDER IS PROVIDED "AS IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FactSet CallStreet, LLC AND ITS LICENSORS, BUSINESS ASSOCIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SAME, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER FACTSET CALLSTREET, LLC NOR ITS OFFICERS, MEMBERS, DIRECTORS, PARTNERS, AFFILIATES, BUSINESS ASSOCIATES, LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, GOODWILL, WORK STOPPAGE, SECURITY BREACHES, VIRUSES, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE LOSSES OR COMMERCIAL DAMAGES, EVEN IF ANY OF SUCH PARTIES IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES, ARISING UNDER OR IN CONNECTION WITH THE INFORMATION PROVIDED HEREIN OR ANY OTHER SUBJECT MATTER HEREOF.The contents and appearance of this report are Copyrighted FactSet CallStreet, LLC 2020 CallStreet and FactSet CallStreet, LLC are trademarks and service marks of FactSet CallStreet, LLC. All other trademarks mentioned are trademarks of their respective companies. All rights reserved. 
 


Exhibit 99.4

 Bristol Myers Squibb to Acquire MyoKardia                        Accelerates the expansion of our cardiovascular portfolioPlanned acquisition fits well into BMS’s existing portfolio given broad expertise in CV diseaseEstablished Eliquis as the #1 oral anticoagulant globally with best-in-class profile, driven by leading commercial executionWell positioned to advance global development of MyoKardia’s portfolio – promising pipeline includes danicamtiv (formerly MYK-491) and MYK-224Mavacamten will be a fully owned asset; demonstrated clinically meaningful results in pivotal Phase 3 EXPLORER-HCM trialWill explore mavacamten in additional indications, including non-obstructive HCM  Further strengthens our outlook with the addition of mavacamten  Mavacamten will be a meaningful medium- and long-term growth driver presenting a significant commercial opportunity upon approvalExpected to be accretive to non-GAAP EPS starting in 2023IRR in excess of MyoKardia WACC  Strong returns and accretion  Source: Maron. NEJM. 2018; Marian. Circ Res. 2017; Maron. Am J Cardiol. 2016; Maron. Circulation. 1995.  Bristol Myers Squibb has agreed to acquire MyoKardia, a clinical-stage biopharmaceutical company discovering and developing targeted therapies for the treatment of serious cardiovascular diseases. Through this transaction, BMS gains mavacamten, a potential first-in-class cardiovascular medicine for the treatment of obstructive hypertrophiccardiomyopathy (“HCM”), a chronic heart disease with high morbidity and patient impact. An NDA for mavacamten for symptomatic obstructive HCM is expected to be submitted to the FDA in Q1 2021. BMS also expects to explore the full potential of mavacamten in additional indications and develop MyoKardia’s promising pipeline of novel compounds.        160–200Kdiagnosed, symptomatic obstructive HCM patients across the U.S. and EU are in immediate need of treatment      Addresses underlying disease and improves quality of life  First-to-market  Ability to achieve value consistent with chronic specialty CV products          Robust Clinical Data  First-to-  market    Strong  Specialty  Value      mavacamten        Transaction Terms        Expected to close in Q4 2020  Subject to customary conditions  $13.1 billion all cash acquisition via tender offer 

 Additional Information and Where to Find ItThe tender offer described in this report has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Bristol Myers Squibb will cause Merger Sub to file with the U.S. Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO. Investors and MyoKardia stockholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/ recommendation statement on Schedule 14D-9 that will be filed by MyoKardia with the SEC, because they will contain important information. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge at www.bms.com or by directing a request to Bristol Myers Squibb, Office of the Corporate Secretary, 430 East 29th Street, 14th Floor, New York, New York 10154-0037. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all stockholders of MyoKardia free of charge at www.myokardia.com or by contacting MyoKardia at ir@ myokardia.com, telephone number 650-351-4690.In addition to the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, Bristol Myers Squibb and MyoKardia file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Bristol Myers Squibb or MyoKardia at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Bristol Myers Squibb’s and MyoKardia’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.Forward Looking StatementsThis report contains “forward-looking statements” relating to the acquisition of MyoKardia by Bristol Myers Squibb and the development and commercialization of certain biological compounds. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the acquisition will be realized. The actual financial impact of this transaction may differ from the expected financial impact described in this report. In addition, the compounds described in this report are subject to all the risks inherent in the drug development process, and there can be no assurance that the development of these compounds will be commercially successful. Forward-looking statements in this report should be evaluated together with the many uncertainties that affect Bristol Myers Squibb’s business, particularly those identified in the cautionary factors discussion in Bristol Myers Squibb’s Annual Report on Form 10-K for the year ended December 31, 2019, and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Bristol Myers Squibb undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.Use of Non-GAAP Financial Information and Financial GuidanceThis release contains non-GAAP financial guidance, which is adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These non-GAAP items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of future operating results. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods. Non-GAAP information is intended to portray the results of the company’s baseline performance, supplement or enhance management, analysts and investors overall understanding of the company’s underlying financial performance and facilitate comparisons among current, past and future periods. For example, non-GAAP earnings and EPS information are indications of the company’s baseline performance before items that are considered by us to not be reflective of the company’s ongoing results. In addition, this information is among the primary indicators that we use as a basis for evaluating performance, allocating resources, setting incentive compensation targets and planning and forecasting for future periods. This information is not intended to be considered in isolation or as a substitute for net earnings or diluted EPS prepared in accordance with GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.There is no reliable or reasonably estimable comparable GAAP measure for this non-GAAP financial guidance because we are not able to reliably predict the impact of specified items beyond 2020. As a result, reconciliation of this non-GAAP measure to the most directly comparable GAAP measure is not available without unreasonable effort. In addition, the company believes such a reconciliation would imply a degree of precision and certainty that could be confusing to investors. The variability of the specified items may have a significant and unpredictable impact on our future GAAP results.In addition, the non-GAAP financial guidance in this release excludes the impact of any potential additional future strategic acquisitions and divestitures and any specified items that have not yet been identified and quantified. The guidance also excludes macro-economic effects due to the COVID-19 pandemic that are not yet quantifiable. The financial guidance is subject to risks and uncertainties applicable to all forward-looking statements as described elsewhere in this press release. 
 



Exhibit 99.5

BMS – MYOK Social Media Posts


Twitter

Bristol Myers Squibb @bmsnews We are excited to announce our acquisition of  @MyoKardia , which further strengthens our portfolio, pipeline and scientific capabilities, and is expected to add a meaningful medium- and long-term growth driver. For more information & cautionary statements: https://bit.ly/2SuBetI 6:39 AM • Oct 5, 2020•Sprinklr
Link: https://twitter.com/bmsnews/status/1313066219080122369


Bristol Myers Squibb @bmsnews We share a commitment to innovation and bold science with  @MyoKardia , and our respective strengths will help us realize the value inherent in this portfolio. For more information and cautionary statements: https://bit.ly/3lexgS7 10:58 AM • Oct 5, 2020•Sprinklr
 
Link: https://twitter.com/bmsnews/status/1313131549517377538


LinkedIn

Bristol Myers Squibb 811,925 followers 7h  At BMS, we are united around a single vision: transforming patients’ lives through science. Find out about our latest opportunity to help patients with serious cardiovascular disease https://bit.ly/33wXNE9.
 
Link: https://www.linkedin.com/posts/bristol-myers-squibb_at-bms-we-are-united-around-a-single-vision-activity-6718831975429378048-a84D


Facebook

Bristol Myers Squibb 7 hrs •  At BMS, we are united around a single vision: transforming patients’ lives through science. Find out about our latest opportunity to help patients with serious cardiovascular disease https://bit.ly/36x7Wmn.
 
Link: https://www.facebook.com/BristolMyersSquibb/photos/a.481012158759106/1415998678593778?type=3&eid=ARBDs6MbpwmAuN-fpAfUBDULyaIbEZDSlClzVHotCPtH_6M3RbG0xtED8k9g_KZlitqherJRIbt0SHgE&size=1200%2C623&fbid=1415998678593778&source=13&player_origin=pages&__xts__[0]=68.ARB9NKKFw09AjEJl0cwvI7GOcMVlfQnYbqMALE5H_ZDseJ542oPy8DPA6Jbeyni2qBux91xWsIJOp78wm2JZdXUfOJ4MTZ22PSvZWlBji2ucTY00z8FpkKKJU1HTiQImc-if_nCsUurMd5HOjXxXSu0bWbmUUVKQ8kx51hvnVZhA-_3LI79vBmfSYCG6rSpeb38QIHPhEz8l8jiTyFsZFXmzyjzWy_ziBS8ntcnZ8pYiaEbbYndwPGhe1c_D5FlZTzCxCtclKAB7cwlZSUVj9PpMLp0r-HbeXRncckTkFYlBDx1NiWDHuqMntmwAd9Si4i_ekGUpTRvjOouRH4X69Zm4Kw




Exhibit 99.6

CEO Giovanni Caforio on Acquisition of MyoKardia
October 05, 2020 - 5 minute(s) read

Dear Colleagues,

Today we made an important announcement that we are acquiring MyoKardia, a San Francisco-based, clinical-stage biopharmaceutical company that focuses on the discovery and development of innovative targeted cardiovascular (CV) therapeutics.

This significant planned transaction enhances the strength of Bristol Myers Squibb and will help position us for growth over the next decade. As we bring our companies together, we are excited to welcome a talented team with a shared commitment to transforming patients’ lives through science. We remain committed to our West Coast innovation hubs as centers of innovative drug discovery, which will be bolstered by MyoKardia’s diverse approach, skills and people and complement our wellestablished
CV drug discovery center in New Jersey.

We have been following MyoKardia’s innovative science over the years and have long admired what the MyoKardia teams have done to revolutionize cardiovascular treatments through a precision medicine approach. Like BMS, MyoKardia has focused its work on addressing significant unmet medical needs in patients with serious diseases.

With MyoKardia, we gain an outstanding lead asset – mavacamten – and a promising portfolio of pipeline candidates. Mavacamten is intended for the potential treatment of obstructive hypertrophic cardiomyopathy (HCM), a chronic heart disease with high morbidity and patient impact. HCM often goes undiagnosed and can be a debilitating condition, impairing the function of the heart and lowering patients’ quality of life. Mavacamten has demonstrated clinically meaningful Phase 3 results and we expect an NDA to be submitted to the FDA in the first quarter of 2021. We are encouraged by mavacamten’s significant potential to make a difference in the lives of patients with obstructive HCM, along with additional opportunities in other indications, including non-obstructive HCM.

I am incredibly proud of our CV franchise and the strong leadership position we have established with Eliquis. As you know, we have strong discovery and development teams and important work is underway to advance our FXIa inhibitor program and, with MyoKardia, we are accelerating the expansion of the franchise. Adding MyoKardia’s programs and outstanding translational research capabilities with our proven R&D expertise and commercial capabilities, we are strengthening our long-term prospects in this important therapeutic area.

Until the transaction closes, which we expect to occur in the fourth quarter of 2020, we will operate as independent companies. To address some of your initial questions, there is an FAQ available on BMS 360 and we expect to provide more information about MyoKardia and HCM in the coming weeks. I look forward to talking with you directly about this exciting opportunity at a company Q&A session on Wednesday, October 7, 2020, at 12 p.m. EDT.

Throughout this unprecedented year, we have consistently delivered superior results for our patients. We are delivering strong commercial performance, achieving significant pipeline milestones and maintaining an uninterrupted supply of our medicines. It is because of your efforts that we are able to invest in external innovation that complements our strong internal capabilities and advances our pipeline and portfolio.


This is an important next step in the company’s long-term strategy and I hope you are as excited as I am for the opportunity we are creating. I would like to thank the cross-functional team that worked tirelessly on this planned acquisition and congratulate them on today’s outcome. I would also like to thank all of you for your continued dedication to our mission and for all you do to help transform patients’ lives through science.

Best,
The information contained in this message is classified as BMS Internal and is intended for internal distribution only within Bristol Myers Squibb. You are expressly prohibited from forwarding all or part of this message or otherwise sharing its contents with anyone outside the company.

Additional Information and Where to Find It
The tender offer described in this report has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Bristol Myers Squibb will cause Merger Sub to file with the U.S. Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO. Investors and MyoKardia stockholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by MyoKardia with the SEC, because they will contain important information. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge at www.bms.comor by directing a request to Bristol Myers Squibb, Office of the Corporate Secretary, 430 East 29th Street, 14th Floor, New York, New York 10154-0037. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all stockholders of MyoKardia free of charge at www.myokardia.com or by contacting MyoKardia at ir@myokardia.com, telephone number 650-351-4690.

In addition to the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, Bristol Myers Squibb and MyoKardia file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Bristol Myers Squibb or MyoKardia at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Bristol Myers Squibb’s and MyoKardia’s filings with the SEC are also available to the public from commercial documentretrieval services and at the website maintained by the SEC at www.sec.gov.

Forward Looking Statements
This report contains “forward-looking statements” relating to the acquisition of MyoKardia by Bristol Myers Squibb and the development and commercialization of certain biological compounds. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the acquisition will be realized. The actual financial impact of this transaction may differ from the expected financial impact described in this report. In addition, the compounds described in this report are subject to all the risks inherent in the drug development process, and there can be no assurance that the development of these compounds will be commercially successful. Forward-looking statements in this report should be evaluated together with the many uncertainties that affect Bristol Myers Squibb’s business, particularly those identified in the cautionary factors discussion in Bristol Myers Squibb’s Annual Report on Form 10-K for the year ended December 31, 2019, and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Bristol Myers Squibb undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.




Exhibit 99.7

BMS Employee FAQ


1.
What was announced?

We announced that Bristol Myers Squibb will acquire MyoKardia in a transaction that further strengthens our portfolio, pipeline and scientific capabilities, and drives meaningful medium- and long-term growth.

We are further strengthening our outstanding cardiovascular franchise through the addition of mavacamten, a promising medicine with the potential to address a significant unmet medical need in patients with cardiovascular disease.

In addition to mavacamten, MyoKardia has a promising pipeline of novel compounds, including two clinical-stage therapeutics: danicamtiv (formerly MYK-491) and MYK-224.

Our companies share a commitment to innovation and bold science, as well as a strong focus on our patients. Our respective strengths will help us realize the value inherent in this portfolio.

2.
Who is MyoKardia? What is mavacamten?

MyoKardia is a San Francisco-based, clinical-stage biopharmaceutical company that focuses on the discovery and development of innovative targeted cardiovascular therapeutics. They have about 300 employees.

MyoKardia’s lead asset, mavacamten, is a potential first-in-class cardiovascular medicine for the treatment of obstructive hypertrophic cardiomyopathy (“HCM”), a chronic heart disease with high morbidity and patient impact. HCM often goes undiagnosed and can be debilitating, impairing the function of the heart and lowering patients’ quality of life.

Mavacamten has demonstrated clinically meaningful Phase 3 results in obstructive HCM. We expect a New Drug Application for mavacamten for the treatment of symptomatic obstructive HCM to be submitted to the FDA in the first quarter of 2021. Mavacamten will be a medium- and long-term growth driver presenting a significant commercial opportunity upon approval.

Mavacamten also has potential in other indications, including non-obstructive HCM.

MyoKardia also has a promising pipeline of novel compounds, including two clinical-stage therapeutics: danicamtiv (formerly MYK-491) and MYK-224.

3.
Why is BMS acquiring MyoKardia? How does this fit into BMS’s strategy?

We have a long history of discovering, developing and delivering medicines that treat patients with serious cardiovascular diseases and the addition of MyoKardia aligns with our strategy and complements our business very well.

This deal is consistent with our strategy of seeking external innovation to complement our internal capabilities.

We are further strengthening and accelerating the expansion of our outstanding cardiovascular franchise through the addition of mavacamten and a promising portfolio of pipeline candidates.

We are excited to welcome a talented team from MyoKardia with a shared commitment to transforming patients’ lives through science.

4.
How long before the transaction is completed?

This transaction is structured as a Tender Offer in which BMS will purchase all of MyoKardia’s outstanding stock.

We expect the transaction to close in the fourth quarter of 2020, subject to customary closing conditions and approvals.


5.
What are the integration plans? Will it be the same team that is leading the Celgene integration?

Until the transaction closes, which we expect in the fourth quarter of 2020, BMS and MyoKardia remain independent companies and our work continues as usual.

We’re confident that our success integrating Celgene – which is obviously much more complex given its scale – makes us well prepared to integrate this transaction.

We are in the early stages of forming a Project Management Office and do not have all the answers today. We are committed to communicating transparently as decisions are made.

6.
What does this mean for our San Francisco Bay Area presence?

We have tremendous respect for the talented team at MyoKardia and have long admired their scientific expertise and precision medicine approach.

As we bring our companies together, we remain committed to our West Coast innovation hubs as a center of innovative drug discovery, which will be bolstered by MyoKardia’s diverse approach, skills and people and complement our well established CV drug discovery center in New Jersey.

7.
What does this mean for our New Jersey-based CV team?

We believe MyoKardia will complement our well established CV drug discovery center in New Jersey.

MyoKardia’s diverse approach, skills and people will complement and further accelerate the pace at which we can discover, develop and commercialize our novel medicines for the benefit of people suffering from cardiovascular diseases around the world.

Over the coming weeks and months, we will continue to provide updates about the integration between BMS and MyoKardia, and the pipeline of exciting new CV assets. 

As always, we are committed to transparency and ensuring the transition is as smooth as possible.

8.
Do you anticipate layoffs as a result of the transaction?

We have tremendous respect for the talented team at MyoKardia and have long admired their scientific expertise and precision medicine approach.

As we bring our companies together, we remain committed to our West Coast innovation hubs as a center of innovative drug discovery. We will be strengthened by MyoKardia’s diverse approach, skills and people, which complement our well established CV drug discovery center in New Jersey.

It’s important to remember that it is still early in the process and there are many details to be worked out.

Both BMS and MyoKardia are committed to transparency and ensuring the transition is as smooth as possible.

9.
What does this announcement mean for our physicians and business partners?

We expect our physicians and business partners to be excited about this planned acquisition because of our combined capabilities to fully realize the opportunity in obstructive HCM and to explore the full potential of mavacamten in additional indications, including non-obstructive HCM.

We’ll also be well positioned to advance the global development of MyoKardia’s portfolio of clinical- and early-stage pipeline candidates.

MyoKardia shares our commitment to transforming patients’ lives through science, and placing patients at the center of everything we do. Together, we’ll be able to realize the value inherent in our portfolio and do more for more patients.

Until the transaction closes, both companies will operate as separate entities and will continue to work with physicians and business partners as we always have.


10.
How soon can BMS employees interact with MyoKardia employees?

You should not engage with MyoKardia employees unless you are directed to do so.

We expect the transaction to close in the fourth quarter of 2020. Until then, BMS and MyoKardia remain independent companies.

11.
Who can I contact if I have more questions?

If you have any additional questions, please reach out to your manager.

12.
Where can I find additional information?

Additional information can be found on BMS360.

If you have any questions in the meantime, please feel free to reach out to your manager.

The information contained in this message is classified as BMS Internal and is intended for internal distribution only within Bristol Myers Squibb. You are expressly prohibited from forwarding all or part of this message or otherwise sharing its contents with anyone outside the company.

Additional Information and Where to Find It
The tender offer described in this report has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Bristol Myers Squibb will cause Merger Sub to file with the U.S. Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO. Investors and MyoKardia stockholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by MyoKardia with the SEC, because they will contain important information. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge at www.bms.com or by directing a request to Bristol Myers Squibb, Office of the Corporate Secretary, 430 East 29th Street, 14th Floor, New York, New York 10154-0037. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all stockholders of MyoKardia free of charge at www.myokardia.com or by contacting MyoKardia at ir@myokardia.com, telephone number 650-351-4690.

In addition to the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, Bristol Myers Squibb and MyoKardia file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Bristol Myers Squibb or MyoKardia at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Bristol Myers Squibb’s and MyoKardia’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

Forward Looking Statements
This report contains “forward-looking statements” relating to the acquisition of MyoKardia by Bristol Myers Squibb and the development and commercialization of certain biological compounds. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the acquisition will be realized. The actual financial impact of this transaction may differ from the expected financial impact described in this report. In addition, the compounds described in this report are subject to all the risks inherent in the drug development process, and there can be no assurance that the development of these compounds will be commercially successful. Forward-looking statements in this report should be evaluated together with the many uncertainties that affect Bristol Myers Squibb’s business, particularly those identified in the cautionary factors discussion in Bristol Myers Squibb’s Annual Report on Form 10-K for the year ended December 31, 2019, and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Bristol Myers Squibb undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.