Bristol-Myers Squibb Company (NYSE:BMY) (“Bristol-Myers
Squibb”) today announced that it priced its previously announced
private offering (the “Offering”) of senior unsecured notes in a
combined aggregate principal amount of $19 billion (collectively,
the “Notes”). The Notes will be issued in nine tranches: (i)
$750,000,000 in aggregate principal amount of floating rate notes
due 2020, (ii) $500,000,000 in aggregate principal amount of
floating rate notes due 2022, (iii) $1,000,000,000 in aggregate
principal amount of 2.550% notes due 2021, (iv) $1,500,000,000 in
aggregate principal amount of 2.600% notes due 2022, (v)
$3,250,000,000 in aggregate principal amount of 2.900% notes due
2024, (vi) $2,250,000,000 in aggregate principal amount of 3.200%
notes due 2026, (vii) $4,000,000,000 in aggregate principal amount
of 3.400% notes due 2029, (viii) $2,000,000,000 in aggregate
principal amount of 4.125% notes due 2039 and (ix) $3,750,000,000
in aggregate principal amount of 4.250% notes due 2049.
Bristol-Myers Squibb expects that the closing of the Offering will
occur on May 16, 2019, subject to the satisfaction of customary
closing conditions.
The Offering is being conducted in connection with the
previously announced proposed acquisition (the “Merger”) of Celgene
Corporation (“Celgene”), which is expected to occur in the third
quarter of calendar year 2019. Bristol-Myers Squibb intends to use
the net proceeds from the Offering to fund a portion of the
aggregate cash portion of the merger consideration to be paid to
Celgene shareholders in connection with the Merger and to pay
related fees and expenses, with any remaining proceeds being used
for general corporate purposes. The Offering is not conditioned
upon the consummation of the Merger. However, if (i) the Merger has
not been consummated on or prior to July 30, 2020 or (ii) prior to
such date, Bristol-Myers Squibb notifies the trustee in respect of
the Notes that Bristol-Myers Squibb will not pursue the
consummation of the Merger, then Bristol-Myers Squibb will be
required to redeem all outstanding Notes at a special mandatory
redemption price equal to 101% of the aggregate principal amount of
the Notes, plus accrued and unpaid interest, if any, to, but not
including, applicable special mandatory redemption date.
The Notes have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), any state securities laws
or the securities laws of any other jurisdiction, and may not be
offered or sold in the United States, or for the benefit of U.S.
persons, except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities or blue sky laws.
Accordingly, the Notes are being offered in the United States only
to persons reasonably believed to be “qualified institutional
buyers,” as that term is defined under Rule 144A of the Securities
Act, or outside the United States to persons other than “U.S.
persons” in accordance with Regulation S under the Securities
Act.
A confidential offering memorandum for the Offering of the
Notes, dated today, will be made available to such eligible
persons. The offering is being conducted in accordance with the
terms and subject to the conditions set forth in such confidential
offering memorandum.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, the
Notes or any other security. No offer, solicitation, purchase or
sale will be made in any jurisdiction in which such an offer,
solicitation or sale would be unlawful.
About Bristol-Myers Squibb
Bristol-Myers Squibb is a global biopharmaceutical company whose
mission is to discover, develop and deliver innovative medicines
that help patients prevail over serious diseases.
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 expected timing of
completion of the Offering and the intended use of proceeds from
the proposed Offering, the consummation of the Merger, projections
as to the anticipated benefits thereof, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190508005247/en/
Media:Carrie L.
Fernandez609-252-5222carrie.fernandez@bms.comInvestors:Tim
Power609-252-7509timothy.power@bms.com
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