Bristol-Myers Squibb Company (NYSE:BMY) (“Bristol-Myers Squibb)
announced today the extension of the expiration date of the offers
to exchange (the “Exchange Offers”) notes (the “Celgene Notes”)
issued by Celgene Corporation (NASDAQ:CELG) (“Celgene”) for up to
$19,850,000,000 aggregate principal amount of new notes to be
issued by Bristol-Myers Squibb Company (the “Bristol-Myers Squibb
Notes”) and cash and the 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.
Bristol-Myers Squibb hereby extends such expiration date from 5:00
p.m., New York City time, on June 3, 2019, to 5:00 p.m., New York
City time, on July 8, 2019 (as the same may be further extended,
the “Expiration Date”).
On the early participation date of May 1, 2019, requisite
consents were received and supplemental indentures were executed,
eliminating substantially all restrictive covenants and certain
events of default and other provisions in each of the indentures
governing the Celgene Notes. Such supplemental indentures will only
become operative upon the settlement date of the Exchange
Offers.
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 hereby, each as amended by the press release dated May
1, 2019 and as amended hereby, and are conditioned upon the closing
of Bristol-Myers Squibb’s acquisition of Celgene (the “Merger”),
which condition may not be waived by Bristol-Myers Squibb, and
certain other conditions that may be waived by Bristol-Myers
Squibb.
The settlement date for the Exchange Offers is expected to occur
promptly after the Expiration Date and on or about the closing date
of the Merger. The closing of the Merger is expected to occur in
the third quarter of calendar year 2019. As a result, the
Expiration Date may be further extended one or more times.
Bristol-Myers Squibb will provide notice of any such extension in
advance of the Expiration Date.
Except as described in this press release, all other terms of
the Exchange Offers and Consent Solicitations remain unchanged.
As of 5:00 p.m., New York City time, on May 23, 2019, the
principal amounts of Celgene Notes set forth in the table below had
been validly tendered and not validly withdrawn:
Title of Series
Aggregate Principal
Amount Outstanding
Celgene Notes Tendered as of
5:00 p.m., New York City time, on May 23, 2019
CUSIP Number
Principal
Amount
Percentage
2.875% Senior Notes due 2020 151020AQ7 $1,500,000,000
$1,059,748,000 70.65% 3.950% Senior Notes due 2020 151020AE4 $
500,000,000 $437,787,000 87.56% 2.875% Senior Notes due 2021
151020BC7 $ 500,000,000 $417,900,000 83.58% 2.250% Senior Notes due
2021 151020AV6 $ 500,000,000 $473,876,000 94.78% 3.250% Senior
Notes due 2022 151020AH7 $1,000,000,000 $771,071,000 77.11% 3.550%
Senior Notes due 2022 151020AR5 $1,000,000,000 $865,428,000 86.54%
2.750% Senior Notes due 2023 151020AX2 $ 750,000,000 $696,600,000
92.88% 3.250% Senior Notes due 2023 151020BA1 $1,000,000,000
$910,990,000 91.10% 4.000% Senior Notes due 2023 151020AJ3 $
700,000,000 $616,077,000 88.01% 3.625% Senior Notes due 2024
151020AP9 $1,000,000,000 $861,647,000 86.16% 3.875% Senior Notes
due 2025 151020AS3 $2,500,000,000 $2,351,446,000 94.06% 3.450%
Senior Notes due 2027 151020AY0 $1,000,000,000 $919,055,000 91.91%
3.900% Senior Notes due 2028 151020BB9 $1,500,000,000
$1,430,271,000 95.35% 5.700% Senior Notes due 2040 151020AF1 $
250,000,000 $242,751,000 97.10% 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 $880,658,000 88.07% 5.000% Senior
Notes due 2045 151020AU8 $2,000,000,000 $1,937,329,000 96.87%
4.350% Senior Notes due 2047 151020AW4 $1,250,000,000
$1,121,461,000 89.72% 4.550% Senior Notes due 2048 151020AZ7
$1,500,000,000 $1,320,204,000 88.01%
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. Except as amended by the press release dated May 1, 2019 and
as amended hereby, 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/20190524005052/en/
Media:Carrie L.
Fernandez609-252-5222carrie.fernandez@bms.com
Investors:Tim Power609-252-7509timothy.power@bms.com
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