NEW JERSEY, June 17, 2002: Open letter to companies considering a merger with BMY:

According to Fast Company, there are a few tips worth knowing. A company called Washington Mutual has some sage advice about how to make beautiful music with a merger. In this month's issue, FasCompany spoke with leaders at this banking giant and asked for some guidance on an M&A. Essentially, here are the top seven steps to a successful fusion of two companies, according to Washington Mutual:

1. Pick targets that will make you a market leader. In this case, BMY would have to be considered a market leader, even though the last few months have been somewhat trying. So any company courting BMY would have to be making a smart investment.

2. Work with sellers whose values match yours. This is a particularly interesting point. Since pharmaceutical giants are in the business of saving and enhancing lives, the "big picture" values are generally consistent across every company. However, there may be subtleties that are worth considering as two pharmaceutical companies join forces. Issues like corporate culture, work ethic, compensation packages, reporting structure, emphasis on R&D, and other key "values" related questions should be answered during the "courtship."

3. Make blunt decisions about who will run the show. When SKB merged with Glaxo Wellcome, the decision was that Glaxo would the lead role in leadership. When Sandoz merged with CIBA Geigy, the new entity was Novartis, and here, it could be argued that Sandoz played the lead role in the company. These are good examples of successful Rx mergers, and much of that success can be attributed to quick, decisive choices about leadership. Nothing was murky, and difficult decisions got made.

4. Get everyone involved in fitting all of the pieces together. Another factor that led to the success of GSK and NVS -- inclusion, open communication, emphasis on collecting opinions and acting on them. Getting many people involved gives them ownership -- and strong desire to see the merger actually work out. Their commitment helps the success the relationship and the deal.

5. Close your deals quickly. Crucial to the success of the merger is regulatory approval. Says Washington Mutual -- you know what the regulators are going to look for -- giving it to them in advance is good for the merger and speeds up what could be a lengthy process. And the longer it takes, the harder it becomes to get the thing off the ground.

6. Go all out to win your new employees' trust. Tell them what's happening. Personal visits. Not conference calls. Company events. Not newsletters. And if you can't do full disclosure, you can still go pretty deep with strategy and details -- Washington Mutual suggests telling the employees at least everything you tell your board of directors. Set up a tent. Make some speeches. Tell them how the merger is a good thing for everyone.

7. Don't ever stop growing internally. Especially during the acquisition. Can't rest on the news of the merger. You have to make sure that it's business as usual - and then some. That's good for morale, job retention and security, and it proves to people that you're not simply merging to get bigger -- but an effective way to keep doing what you've always done. it's good for investors, who see that the company is keeping its eye on the ball during a huge event like a merger.

We hope this summary of Washington Mutual's tips sparked some thoughts for you. If you want to read the entire article, click here.

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