"This acquisition is an important step in aggressively implementing our growth strategy, which envisions expanding our medicines business through acquisitions, joint ventures, licensing and co-promotion agreements, as well as through our own intensive and productive research and development efforts," said Peter R. Dolan, president and chief executive officer, Bristol-Myers Squibb.

"DuPont Pharmaceuticals is a valuable company that will bring significant additional value to Bristol-Myers Squibb. It has outstanding people as well as great products that will add to our strong virology and cardiovascular franchises. Several of the promising compounds in its research and development pipeline have novel mechanisms of action and blockbuster potential. They have the potential to address serious unmet medical needs, and contribute to the acceleration of our pharmaceutical sales and earnings growth in the future," said Mr. Dolan.

Last year, DuPont Pharmaceuticals realized sales of $1.5 billion. Key products include Sustiva, the best-in-class non-nucleoside reverse transcriptase inhibitor; Coumadin, a widely used oral blood anticoagulant; and Cardiolite, a cardiovascular radiopharmaceutical that is the gold standard.

In its R&D pipeline, high-potential products in clinical development include an oral blood coagulation inhibitor for deep vein thrombosis and a novel agent for treating depression and anxiety. Other promising compounds include a selective estrogen receptor modulator (SERM) for the treatment of breast cancer, novel agents affecting cellular processes associated with inflammatory diseases, and a selective receptor modulator for the treatment of obesity.

DuPont said that it will retain its interest in Cozaar(R)/Hyzaar(R), an antihypertensive drug developed by DuPont and Merck, and marketed by Merck. Closing of the sale is expected in the fourth quarter, subject to government approvals.

DuPont plans to use a portion of the proceeds to complete the current $2.5 billion share buyback program that was announced in July of last year. The remaining proceeds are expected to be used to reduce net debt and invest in growth opportunities aligned with the company's strategic direction.

In a related action, the DuPont Board of Directors authorized a new $2 billion share buyback program to begin once the current program is complete.

The transaction is expected to be accretive to DuPont earnings in 2002. The impact on current year earnings per share will depend on the final closing date and the timing and pace of the share buyback program implementation.

Under terms of the agreement, Bristol-Myers Squibb will pay $7.8 billion in cash for DuPont Pharmaceuticals. Subject to approval by appropriate regulatory agencies and customary closing conditions, the transaction should be completed by the end of the year. Assuming a December 31 close, the transaction is expected to be accretive to Bristol-Myers Squibb earnings per share (EPS) beginning in 2003. In 2002, it will be dilutive to EPS by between zero and three cents. In 2003, the transaction will be accretive to EPS by between six and eight cents. In years following 2003, the annual EPS growth rate will be significantly enhanced, probably in the range of 2 percentage points per year. As a result of the transaction, Bristol-Myers Squibb expects to record a one-time, in-process R&D write-off and restructuring liability in the range of $2 billion to $3 billion.

Bristol-Myers Squibb also announced that Richard J. Lane, president, Worldwide Medicines Group, and executive vice president, Bristol-Myers Squibb, will oversee the integration of DuPont Pharmaceuticals and Bristol-Myers Squibb. Rick E. Winningham, president, Immunology and Oncology, and Global Marketing, Bristol-Myers Squibb Worldwide Medicines Group, will manage the integration team, reporting to Mr. Lane.

In addition to the DuPont Pharmaceuticals acquisition, Bristol-Myers Squibb has announced other elements of its Strategy for Growth, including the intended sale of its Clairol beauty care business to Procter & Gamble, and the planned spin-off of its Zimmer orthopaedic implants business later this year.