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BRISTOL-MYERS TAKING ADVANTAGE OF AMERICAN STERILIZER LEVERAGED BUY-OUT

Executive Summary

BRISTOL-MYERS TAKING ADVANTAGE OF AMERICAN STERILIZER LEVERAGED BUY-OUT bid to strengthen its Zimmer medical instruments business. Under the terms of the proposed agreement announced Nov. 5, Bristol-Myers will contribute $30 mil. in subordinated notes toward financing the $230 mil. bid for American Sterilizer. The buyout proposal comes from an investment group consisting of American Sterilizer senior management, First Boston, and investment banker Kelso & Co. The arrangement gives Bristol-Myers an option to acquire American Sterilizer's AMSCO/Hall powered surgical instruments div. for $55 mil. following completion of the tender offer, Bristol-Myers explained. Upon exercise of the option, Bristol-Myers said it will be allowed to credit $10 mil. of the purchase price to redemption of its notes. Bristol-Myers made the financing proposal shortly after American Sterilizer management announced in September that it was considering a move to take the company private, American Sterilizer indicated. Bristol-Myers had formerly been the exclusive distributor of a line of AMSCO/Hall instruments through its Zimmer medical device business.

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