Announces $2 Billion Accelerated Share
Repurchase Program
Bristol-Myers Squibb Company (NYSE:BMY) announced today that it
has appointed Robert J. Bertolini, Matthew W. Emmens and Theodore
R. Samuels to its Board of Directors, effective immediately. In
connection with these appointments, the Board will temporarily
expand to 14 directors until the 2017 Annual Meeting, to be held on
May 2, 2017. Only 11 directors will stand for election at the
meeting. Bristol-Myers Squibb also announced that it has entered
into an accelerated share repurchase (“ASR”) program to repurchase,
in aggregate, $2 billion of Bristol-Myers Squibb’s common
stock.
Giovanni Caforio, M.D., chief executive officer of Bristol-Myers
Squibb, said, “Bristol-Myers Squibb continues to take decisive
action to best position the company for growth driven by our
leading portfolio of Immuno-Oncology medicines, including Opdivo,
and by an exciting diversified portfolio of medicines such as
Eliquis and Orencia. We are committed to advancing the promising
opportunities represented by our portfolio and pipeline in oncology
as well as continuing our efforts to diversify through promising
pipeline agents in heart failure, immunoscience and fibrosis. Our
new directors add important experience and skills managing large
businesses and operations, broaden our overall expertise in the
pharmaceutical sector and more broadly in capital markets, and
complement extremely well the existing skills on our Board. We look
forward to working with them to advance our business strategy.
“In addition, the decision to implement an accelerated share
repurchase program demonstrates our focus on enhancing shareholder
returns as we continue to capitalize on our long-term
opportunities,” Caforio continued.
“I am pleased to welcome Bob, Matt and Ted to the Board, and
know that their unique skill sets and experience will be invaluable
to the company going forward,” said Lamberto Andreotti, chairman of
the Board. “As I announced in December, I will be retiring as
chairman, effective May 2, 2017. I am happy to be leaving with such
a strong Board in place and am confident Bristol-Myers Squibb has a
bright future.”
Bristol-Myers Squibb noted that, since JANA Partners LLC
(“JANA”) became a Bristol-Myers Squibb shareholder in the fourth
quarter of 2016, members of the Board and management have engaged
in discussions with representatives of JANA to better understand
their views. Today’s Board appointments follow discussions between
the two parties regarding the Board.
“These three new independent directors will add valuable
industry knowledge and fresh perspectives to the Board, and
shareholders stand to reap a substantial benefit from the company's
sizable investment in its undervalued shares,” said Barry
Rosenstein, founder and managing partner of JANA. “These are two
very positive developments for all Bristol-Myers Squibb
shareholders.”
Togo D. West, Jr., the board’s lead independent director, said,
“Bristol Myers-Squibb benefits from a strong Board that comprises
leaders who have diverse expertise relevant to the company’s
strategy and mission. We welcome Bob, Matt and Ted to the Board and
look forward to their contributions.”
“Bristol-Myers Squibb is widely regarded as an innovator and a
leader with a strong portfolio of assets that will help drive value
for shareholders,” said Samuels. “I look forward to working with my
colleagues on the Board to continue advancing the company’s
important mission.”
“I am honored to join the Bristol-Myers Squibb Board and to work
alongside some of the great minds in science and medicine,” said
Emmens. “With a diverse portfolio and a strong pipeline, I am
confident that Bristol-Myers Squibb will continue to find solutions
for patients with high unmet medical needs.”
“I am pleased to be joining the Board during a period of
innovation and scientific discovery,” said Bertolini. “I look
forward to joining my fellow directors and the management team in
helping Bristol-Myers Squibb with the compelling opportunities
ahead.”
Accelerated Share RepurchaseBristol-Myers Squibb has
entered into an ASR program with each of Morgan Stanley & Co.
LLC and Goldman, Sachs & Co. to repurchase, in aggregate, $2
billion of Bristol-Myers Squibb’s common stock. The company expects
to fund the repurchase with a combination of debt and cash.
Approximately 80 percent of the shares to be repurchased under the
transaction will be received by Bristol-Myers Squibb on February
28, 2017. The total number of shares ultimately repurchased under
the program will be determined upon final settlement and will be
based on a discount to the volume-weighted average price of
Bristol-Myers Squibb’s common stock during the ASR period. The
program is part of Bristol-Myers Squibb’s existing share repurchase
authorization. Bristol-Myers Squibb anticipates that all
repurchases under the ASR will be completed by the end of the
second quarter of 2017. Bristol-Myers Squibb notes that it is
commencing a 10b5-1 plan to facilitate continuous stock repurchase
activity by the company.
Robert J. BertoliniBob Bertolini, who currently serves on
the boards of Charles River Laboratories and Actelion
Pharmaceuticals Ltd., is the former president and CFO of Bausch
& Lomb. Previously, Bertolini served as executive vice
president and CFO at Schering-Plough Corporation and as a Partner
and Pharmaceutical Industry Practice Leader at
PricewaterhouseCoopers LLC. He brings extensive financial and
accounting expertise and significant strategic and operational
leadership experience in the biopharmaceutical industry to the
Board of Bristol-Myers Squibb.
Matthew W. EmmensMatt Emmens is the former chairman,
president and CEO of Vertex Pharmaceuticals. Prior to Vertex,
Emmens served as chairman and CEO of Shire Pharmaceuticals and as
president and CEO of Astra Merck, the joint venture between Merck
and Astra AB. He brings to the Board of Bristol-Myers Squibb more
than 40 years of experience in the biopharmaceutical industry, with
significant management, business development and operations
expertise.
Theodore R. SamuelsTed Samuels, who currently serves on
the boards of Perrigo Company plc and Stamps.com, has more than 35
years of financial industry experience. As the former president of
Capital Guardian Trust Company and a former global equity portfolio
manager at Capital Group, Samuels has extensive business and
operational experience, particularly with respect to economics,
capital markets and investment decision making.
Morgan Stanley is serving as financial advisor to Bristol-Myers
Squibb and Kirkland & Ellis LLP is serving as legal counsel.
Covington & Burling LLP is serving as legal counsel to
Bristol-Myers Squibb in connection with the ASR.
About Bristol-Myers
SquibbBristol-Myers Squibb is a global biopharmaceutical
company whose mission is to discover, develop and deliver
innovative medicines that help patients prevail over serious
diseases. For more information about Bristol-Myers Squibb, visit us
at BMS.com or follow us on LinkedIn, Twitter, YouTube and
Facebook.
Statement on Cautionary Factors
These materials contain certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 regarding, among other things, statements relating to
goals, plans and projections regarding the company’s financial
position, results of operations, market position, product
development and business strategy. These statements may be
identified by the fact that they use words such as "anticipate,"
"estimates," "should," "expect," "guidance," "project," "intend,"
"plan," "believe" and other words and terms of similar meaning in
connection with any discussion of future operating or financial
performance. Such forward-looking statements 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 and results to differ materially
from current expectations.
These factors include, among other things, effects of the
continuing implementation of governmental laws and regulations
related to Medicare, Medicaid, Medicaid managed care organizations
and entities under the Public Health Service 340B program,
pharmaceutical rebates and reimbursement, market factors,
competitive product development and approvals, pricing controls and
pressures (including changes in rules and practices of managed care
groups and institutional and governmental purchasers), economic
conditions such as interest rate and currency exchange rate
fluctuations, judicial decisions, claims and concerns that may
arise regarding the safety and efficacy of in-line products and
product candidates, changes to wholesaler inventory levels,
variability in data provided by third parties, changes in, and
interpretation of, governmental regulations and legislation
affecting domestic or foreign operations, including tax
obligations, changes to business or tax planning strategies,
difficulties and delays in product development, manufacturing or
sales including any potential future recalls, patent positions, the
ultimate outcome of any litigation matter, and our level of
indebtedness. These factors also include the company’s ability to
execute successfully its strategic plans, including its business
development strategy, the expiration of patents or data protection
on certain products, including assumptions about the company’s
ability to retain patent exclusivity of certain products, and the
impact and result of governmental investigations. There can be no
guarantees with respect to pipeline products that future clinical
studies will support the data described in this release, that the
compounds will receive necessary regulatory approvals, or that they
will prove to be commercially successful; nor are there guarantees
that regulatory approvals will be sought, or sought within
currently expected timeframes, or that contractual milestones will
be achieved. For further details and a discussion of these and
other risks and uncertainties, see the company's periodic reports,
including the annual report on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K, filed with or furnished to
the SEC. The company undertakes no obligation to publicly update
any forward-looking statement, whether as a result of new
information, future events or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20170221005787/en/
Bristol-Myers SquibbMedia:Laura Hortas,
609-252-4587laura.hortas@bms.comorJoele Frank, Wilkinson Brimmer
KatcherJoele Frank / Andy Brimmer / Jamie
Moser212-355-4449orInvestors:John Elicker,
609-252-4611john.elicker@bms.com
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