Bristol-Myers Squibb Company (NYSE:BMY) (“Bristol-Myers Squibb”)
announced today that the requisite number of consents have been
received to adopt proposed amendments with respect to all
outstanding notes of Celgene Corporation (NASDAQ:CELG) (“Celgene”).
The results are based on early tenders in the (i) offers to
exchange (the “Exchange Offers”) any and all outstanding notes (the
“Celgene Notes”) issued by Celgene for up to $19,850,000,000
aggregate principal amount of new notes to be issued by
Bristol-Myers Squibb (the “Bristol-Myers Squibb Notes”) and cash
and (ii) related consent solicitations (the “Consent
Solicitations”) being made by Bristol-Myers Squibb on behalf of
Celgene to adopt certain proposed amendments (the “Amendments”) to
the indentures governing the Celgene Notes (the “Celgene
Indentures”).
Celgene has executed supplemental indentures to the Celgene
Indentures that contain the Amendments. The Amendments will become
operative only upon the settlement of the Exchange Offers. The
settlement is expected to occur promptly after the Expiration Date
(as defined below) and on or about the closing date of
Bristol-Myers Squibb’s acquisition of Celgene (the “Merger”).
As of 5:00 p.m., New York City time, on May 1, 2019 (the “Early
Participation Date”), the principal amounts of Celgene Notes set
forth in the table below had been validly tendered and not validly
withdrawn (and consents thereby validly given and not validly
revoked). For each $1,000 principal amount of Celgene Notes validly
tendered and not validly withdrawn at or prior to the Early
Participation Date, Eligible Holders of Celgene Notes will be
eligible to receive an early participation payment of $1.00 in cash
(the “Early Participation Payment”). The $1.00 cash Early
Participation Payment will be paid on the settlement date for the
Exchange Offers to the noteholder of record as of 5:00 p.m., New
York City time, on the Early Participation Date, even if such
noteholder is no longer the noteholder of record of such Celgene
Notes. In addition, for each $1,000 principal amount of Celgene
Notes validly tendered and not validly withdrawn prior to the
Expiration Date, Eligible Holders of Celgene Notes will be eligible
to receive $1,000 principal amount of the Bristol-Myers Squibb
Notes of the applicable series (the “Exchange Consideration”). The
total consideration consists of (a) $1,000 principal amount of
Bristol-Myers Squibb Notes of the applicable series issued as
Exchange Consideration plus (b) the Early Participation
Payment in cash (the “Total Consideration”).
After the Early Participation Date, tendered Celgene Notes may
be withdrawn, however, to be eligible to receive the Exchange
Consideration component of the Total Consideration, such withdrawn
Celgene Notes must be validly re-tendered and not validly withdrawn
at or prior to the Expiration Date. However, a valid withdrawal of
the tendered Celgene Notes will not be deemed a revocation of the
related consents and such consents will continue to be deemed
delivered.
Title of Series
Aggregate Principal Amount Outstanding Celgene Notes
Tendered at Early Participation Date CUSIP Number
Principal Amount
Percentage 2.875% Senior Notes due 2020
151020AQ7 $ 1,500,000,000 $ 1,059,623,000 70.64% 3.950% Senior
Notes due 2020 151020AE4 $ 500,000,000 $ 438,862,000 87.77% 2.875%
Senior Notes due 2021 151020BC7 $ 500,000,000 $ 433,859,000 86.77%
2.250% Senior Notes due 2021 151020AV6 $ 500,000,000 $ 476,271,000
95.25% 3.250% Senior Notes due 2022 151020AH7 $ 1,000,000,000 $
848,843,000 84.88% 3.550% Senior Notes due 2022 151020AR5 $
1,000,000,000 $ 878,576,000 87.86% 2.750% Senior Notes due 2023
151020AX2 $ 750,000,000 $ 696,652,000 92.89% 3.250% Senior Notes
due 2023 151020BA1 $ 1,000,000,000 $ 913,287,000 91.33% 4.000%
Senior Notes due 2023 151020AJ3 $ 700,000,000 $ 627,578,000 89.65%
3.625% Senior Notes due 2024 151020AP9 $ 1,000,000,000 $
865,706,000 86.57% 3.875% Senior Notes due 2025 151020AS3 $
2,500,000,000 $ 2,366,039,000 94.64% 3.450% Senior Notes due 2027
151020AY0 $ 1,000,000,000 $ 970,593,000 97.06% 3.900% Senior Notes
due 2028 151020BB9 $ 1,500,000,000 $ 1,450,243,000 96.68% 5.700%
Senior Notes due 2040 151020AF1 $ 250,000,000 $ 245,240,000 98.10%
5.250% Senior Notes due 2043 151020AL8 $ 400,000,000 $ 391,140,000
97.79% 4.625% Senior Notes due 2044 151020AM6 $ 1,000,000,000 $
984,603,000 98.46% 5.000% Senior Notes due 2045 151020AU8 $
2,000,000,000 $ 1,942,359,000 97.12% 4.350% Senior Notes due 2047
151020AW4 $ 1,250,000,000 $ 1,210,504,000 96.84% 4.550% Senior
Notes due 2048 151020AZ7 $ 1,500,000,000 $ 1,414,457,000 94.30%
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the confidential offering memorandum and consent solicitation
statement dated April 17, 2019 and the related letter of
transmittal, and are conditioned upon, among other things, the
closing of the Merger, which condition may not be waived by
Bristol-Myers Squibb, and certain other conditions that may be
waived by Bristol-Myers Squibb. Each Exchange Offer will expire at
5:00 p.m., New York City time, on June 3, 2019 (as the same may be
extended, the “Expiration Date”), unless terminated. Each Consent
Solicitation expired at the Early Participation Date. The
settlement date for the Exchange Offers is expected to occur
promptly after the Expiration Date and the Expiration Date of each
of the Exchange Offers is expected to be extended to occur on or
about the closing date of the Merger, which is expected to occur in
the third quarter of calendar year 2019. As a result, the
Expiration Date may be extended one or more times. Bristol-Myers
Squibb currently anticipates providing notice of any such extension
in advance of the Expiration Date.
Documents relating to the Exchange Offers and Consent
Solicitations will only be distributed to eligible holders of
Celgene Notes who complete and return an eligibility form
confirming that they are either a “qualified institutional buyer”
under Rule 144A or not a “U.S. person” and outside the United
States under Regulation S for purposes of applicable securities
laws. The complete terms and conditions of the Exchange Offers and
Consent Solicitations are described in the confidential offering
memorandum and consent solicitation statement dated April 17, 2019
and the related letter of transmittal, copies of which may be
obtained by contacting Global Bondholder Services Corporation, the
exchange agent and information agent in connection with the
Exchange Offers and Consent Solicitations, at (866) 470 3900 (U.S.
toll-free) or (212) 430 3774 (banks and brokers). The eligibility
form is available electronically at:
https://gbsc-usa.com/eligibility/bristol-myers.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the confidential offering memorandum and
consent solicitation statement dated April 17, 2019 and the related
letter of transmittal and only to such persons and in such
jurisdictions as are permitted under applicable law.
The Bristol-Myers Squibb Notes offered in the Exchange Offers
have not been registered under the Securities Act of 1933, as
amended, or any state securities laws. Therefore, the Bristol-Myers
Squibb Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended, and any
applicable state securities laws.
Cautionary Notes on Forward Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. You can identify these forward-looking statements by the
fact that they use words such as “should,” “expect,” “anticipate,”
“estimate,” “target,” “may,” “project,” “guidance,” “intend,”
“plan,” “believe” and others words and terms of similar meaning and
expression in connection with any discussion of future operating or
financial performance. You can also identify forward-looking
statements by the fact that they do not relate strictly to
historical or current facts. These statements are likely to relate
to, among other things, statements about the consummation of the
Merger, projections as to the anticipated benefits thereof and the
expected timing of completion of the Exchange Offers and 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 to differ materially
from current expectations.
Important risk factors could cause actual future results and
other future events to differ materially from those currently
estimated by management, including, but not limited to, the risks
that: the completion of the Merger may not occur on the anticipated
terms and timing or at all; a condition to the closing of the
Merger may not be satisfied; the combined company will have
substantial indebtedness following the completion of the Merger;
Bristol-Myers Squibb is unable to achieve the synergies and value
creation contemplated by the Merger; Bristol-Myers Squibb is unable
to promptly and effectively integrate Celgene’s businesses;
management’s time and attention is diverted on transaction related
issues; disruption from the transaction makes it more difficult to
maintain business, contractual and operational relationships; the
credit ratings of the combined company decline following the
Merger; legal proceedings are instituted against Bristol-Myers
Squibb, Celgene or the combined company; Bristol-Myers Squibb,
Celgene or the combined company is unable to retain key personnel;
and the announcement or the consummation of the Merger has a
negative effect on the market price of the capital stock of
Bristol-Myers Squibb and Celgene or on Bristol-Myers Squibb’s and
Celgene’s operating results.
Additional information concerning these risks, uncertainties and
assumptions can be found in Bristol-Myers Squibb’s and Celgene’s
respective filings with the Securities and Exchange Commission (the
“SEC”), including the risk factors discussed in Bristol-Myers
Squibb’s and Celgene’s most recent Annual Reports on Form 10-K, as
updated by their Quarterly Reports on Form 10-Q and future filings
with the SEC. Except as otherwise required by law, Bristol-Myers
Squibb undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190501006132/en/
Media:Carrie L.
Fernandez609-252-5222carrie.fernandez@bms.comInvestors:Tim
Power609-252-7509timothy.power@bms.com
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