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 September 30, 2019, to 5:00 p.m., New
York City time, on October 15, 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, May 24, 2019, June 28, 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 by
the end of 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 September 20, 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 September 20, 2019
Principal Amount
Percentage
2.875% Senior Notes due 2020
151020AQ7
$1,500,000,000
987,762,000
65.85%
3.950% Senior Notes due 2020
151020AE4
$ 500,000,000
429,934,000
85.99%
2.875% Senior Notes due 2021
151020BC7
$ 500,000,000
409,254,000
81.85%
2.250% Senior Notes due 2021
151020AV6
$ 500,000,000
445,461,000
89.09%
3.250% Senior Notes due 2022
151020AH7
$1,000,000,000
750,059,000
75.01%
3.550% Senior Notes due 2022
151020AR5
$1,000,000,000
823,192,000
82.32%
2.750% Senior Notes due 2023
151020AX2
$ 750,000,000
606,878,000
80.92%
3.250% Senior Notes due 2023
151020BA1
$1,000,000,000
865,190,000
86.52%
4.000% Senior Notes due 2023
151020AJ3
$ 700,000,000
616,138,000
88.02%
3.625% Senior Notes due 2024
151020AP9
$1,000,000,000
861,009,000
86.10%
3.875% Senior Notes due 2025
151020AS3
$2,500,000,000
2,317,539,000
92.70%
3.450% Senior Notes due 2027
151020AY0
$1,000,000,000
861,905,000
86.19%
3.900% Senior Notes due 2028
151020BB9
$1,500,000,000
1,340,091,000
89.34%
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
391,203,000
97.80%
4.625% Senior Notes due 2044
151020AM6
$1,000,000,000
849,238,000
84.92%
5.000% Senior Notes due 2045
151020AU8
$2,000,000,000
1,872,506,000
93.63%
4.350% Senior Notes due 2047
151020AW4
$1,250,000,000
1,061,688,000
84.94%
4.550% Senior Notes due 2048
151020AZ7
$1,500,000,000
1,308,611,000
87.24%
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,
May 24, 2019, June 28, 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, May 24, 2019, June 28, 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 Bristol-Myers
Squibb’s pending acquisition of Celgene (the “Merger”). These
statements may be identified by the fact they use words such as
“should,” “could,” “expect,” “anticipate,” “estimate,” “target,”
“may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will”
and other words and terms of similar meaning and expression in
connection with any discussion of future operating or financial
performance, although not all forward-looking statements contain
such terms. One can also identify forward-looking statements by the
fact that they do not relate strictly to historical or current
facts. Such forward-looking statements are based on historical
performance and current expectations and projections about
Bristol-Myers Squibb’s and Celgene’s 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 Bristol-Myers
Squibb’s and Celgene’s control and could cause Bristol-Myers
Squibb’s and Celgene’s future financial results, goals, plans and
objectives to differ materially from those expressed in, or implied
by, the statements. Such risks, uncertainties and other matters
include, but are not limited to, 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
completion of the OTEZLA divestiture by Celgene does not occur on
the anticipated timing; 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,
neither Bristol-Myers Squibb nor Celgene undertakes any obligation
to publicly update or revise any forward-looking statement, whether
as a result of new information, future events, changed
circumstances or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20190923005215/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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