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 July 8, 2019, to 5:00 p.m., New York
City time, on September 30, 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 releases dated May
1, 2019 and May 24, 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 at
the end of 2019 or the beginning of 2020. 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 June 27, 2019, the
principal amounts of Celgene Notes set forth in the table below had
been validly tendered and not validly withdrawn:
Title of Series
CUSIP Number
Aggregate Principal Amount
Outstanding
Celgene Notes Tendered as of
5:00 p.m., New York City time, on June 27, 2019
Principal Amount
Percentage
2.875% Senior Notes due 2020
151020AQ7
$1,500,000,000
$1,040,854,000
69.39%
3.950% Senior Notes due 2020
151020AE4
$ 500,000,000
$437,265,000
87.45%
2.875% Senior Notes due 2021
151020BC7
$ 500,000,000
$418,075,000
83.62%
2.250% Senior Notes due 2021
151020AV6
$ 500,000,000
$471,016,000
94.20%
3.250% Senior Notes due 2022
151020AH7
$1,000,000,000
$748,001,000
74.80%
3.550% Senior Notes due 2022
151020AR5
$1,000,000,000
$850,297,000
85.03%
2.750% Senior Notes due 2023
151020AX2
$ 750,000,000
$687,005,000
91.60%
3.250% Senior Notes due 2023
151020BA1
$1,000,000,000
$899,886,000
89.99%
4.000% Senior Notes due 2023
151020AJ3
$ 700,000,000
$610,529,000
87.22%
3.625% Senior Notes due 2024
151020AP9
$1,000,000,000
$860,901,000
86.09%
3.875% Senior Notes due 2025
151020AS3
$2,500,000,000
$2,338,795,000
93.55%
3.450% Senior Notes due 2027
151020AY0
$1,000,000,000
$916,313,000
91.63%
3.900% Senior Notes due 2028
151020BB9
$1,500,000,000
$1,416,731,000
94.45%
5.700% Senior Notes due 2040
151020AF1
$ 250,000,000
$242,449,000
96.98%
5.250% Senior Notes due 2043
151020AL8
$ 400,000,000
$391,203,000
97.80%
4.625% Senior Notes due 2044
151020AM6
$1,000,000,000
$878,398,000
87.84%
5.000% Senior Notes due 2045
151020AU8
$2,000,000,000
$1,922,570,000
96.13%
4.350% Senior Notes due 2047
151020AW4
$1,250,000,000
$1,086,243,000
86.90%
4.550% Senior Notes due 2048
151020AZ7
$1,500,000,000
$1,331,388,000
88.76%
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 releases dated May 1, 2019 and
May 24, 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, as amended by
the press releases dated May 1, 2019 and May 24, 2019 and as
amended hereby, 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 Statement Regarding Forward-Looking
Statements
This press release contains certain “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, regarding, among other things, the research, development
and commercialization of pharmaceutical products and the Merger.
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 the Merger, future
operating or financial performance. All statements that are not
statements of historical facts are, or may be deemed to be,
forward-looking statements. Such forward-looking statements are
based on historical performance and current expectations and
projections about our future financial results, goals, plans and
objectives and involve inherent risks, assumptions and
uncertainties, including internal or external factors that could
delay, divert or change any of them in the next several years, that
are difficult to predict, may be beyond our control and could cause
our future financial results, goals, plans and objectives to differ
materially from those expressed in, or implied by, the
statements.
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. No forward-looking statement can be
guaranteed.
Forward-looking statements in this press release should be
evaluated together with the many risks and uncertainties that
affect Bristol-Myers Squibb’s and Celgene’s respective business and
market, particularly those identified in the cautionary statement
and risk factors discussion in Bristol-Myers Squibb’s and Celgene’s
respective Annual Reports on Form 10-K for the year ended December
31, 2018, as updated by their subsequent Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and other filings with the
Securities and Exchange Commission. The forward-looking statements
included in this press release are made only as of the date of this
document and except as otherwise required by applicable law,
Bristol-Myers Squibb undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events, changed circumstances or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190628005047/en/
Media: Carrie L. Fernandez 609-252-5222 carrie.fernandez@bms.com
Investors: Tim Power 609-252-7509
timothy.power@bms.com
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