Bristol-Myers Squibb Company (NYSE:BMY) (“Bristol Myers Squibb”)
issued a notice of redemption to The Bank of New York Mellon
(successor to The Chase Manhattan Bank (National Association)), as
trustee, to redeem (i) all of Bristol Myers Squibb’s 4.000% Notes
due 2023 (CUSIP/ISIN Nos. 110122DA3/110122BL1/U11009AL8),
originally issued on November 22, 2019, that remain outstanding
after the early settlement of the previously announced tender
offers (the “BMS 4.000% Notes”) and (ii) $42,250,000 principal
amount of $932,101,000 principal amount of Bristol Myers Squibb’s
outstanding 3.250% Notes due 2023 (CUSIP/ISIN Nos.
110122BK3/U11009AK0/110122CZ9), originally issued on November 22,
2019 (the “BMS 3.250% Notes” and, together with the BMS 4.000%
Notes, the “BMS Notes”) at the applicable “make whole” redemption
prices (the “BMS Redemption Prices”) to be calculated as set forth
in the indenture, as supplemented, pursuant to which the BMS Notes
were issued, plus accrued and unpaid interest to, but excluding,
the redemption date of March 24, 2021 with respect to the BMS
4.000% Notes (the “4.000% Redemption Date”) and the redemption date
of March 9, 2021 with respect to the BMS 3.250% Notes (the “3.250%
Redemption Date”; the 4.000% Redemption Date with the 3.250%
Redemption Date, the “Redemption Dates”), as applicable.
On February 22, 2021, Bristol Myers Squibb’s wholly-owned
subsidiary Celgene Corporation (“Celgene”) also issued a notice of
redemption to The Bank of New York Mellon Trust Company, N.A., as
trustee, (together, with The Bank of New York Mellon, the
“Trustees”), to redeem (i) all of Celgene’s 4.000% Notes due 2023
(CUSIP No. 151020AJ3), originally issued on August 6, 2013, that
remain outstanding after the early settlement of the previously
announced tender offers (the “Celgene 4.000% Notes”) and (ii) all
of Celgene’s 3.250% Notes due 2023 (CUSIP No. 151020BA1),
originally issued on February 20, 2018 (the “Celgene 3.250% Notes”
and, together with the Celgene 4.000% Notes, the “Celgene Notes”;
the BMS Notes with the Celgene Notes, the “Notes”) at the
applicable “make whole” redemption prices (the “Celgene Redemption
Prices” and, together with the BMS Redemption Prices, the
“Redemption Prices”) to be calculated as set forth in the
indentures pursuant to which the Celgene Notes were issued, plus
accrued and unpaid interest to, but excluding, the 4.000%
Redemption Date with respect to the Celgene 4.000% Notes and the
3.250% Redemption Date with respect to the Celgene 3.250 %
Notes.
Payment of the applicable Redemption Prices will be made on or
after the applicable Redemption Dates only upon presentation and
surrender of the Notes to the Trustees, and the Trustees will
determine which portions of the Notes will be redeemed. On the
applicable Redemption Date, the applicable Redemption Prices will
become due and payable on the relevant Notes and, unless Bristol
Myers Squibb or Celgene, as the case may be, defaults in the
payment of such Redemption Prices, interest on such Notes will
cease to accrue on and after the applicable Redemption Date.
Bristol Myers Squibb and Celgene will use cash on hand to finance
the redemption of the Notes at the Redemption Prices. Following the
early settlement of the previously announced tender offers and the
settlement of the “make whole” redemptions described above, Bristol
Myers Squibb will have purchased approximately $4.0 billion in
aggregate purchase price for its debt securities as previously
disclosed.
This announcement is neither an offer to sell nor a solicitation
to buy any security and shall not constitute an offer,
solicitation, or sale in any jurisdiction in which an offer,
solicitation, or sale would be unlawful. The details concerning the
terms and conditions of the redemptions are fully described in the
notices of redemption distributed to registered holders of the
Notes. Beneficial holders with any questions about the redemptions
should contact their respective brokerage firm or financial
institution. This announcement does not form part of the notices of
redemption or otherwise constitute a notice of redemption with
respect to either the BMS Notes or the Celgene Notes and is
qualified in its entirety by reference to the notices of redemption
issued by Bristol Myers Squibb and Celgene concerning the
Notes.
This communication is not being made by, and has not been
approved by, an authorized person for the purposes of Section 21 of
the Financial Services and Markets Act 2000, as amended (the
“FSMA)”. Accordingly, this communication is not being distributed
to, and must not be passed on to, persons within the United Kingdom
save in circumstances where section 21(1) of the FSMA does not
apply.
In particular, this communication is only addressed to and
directed at: (A) in any Member State of the European Economic Area,
qualified investors in that Member State within the meaning of the
Prospectus Regulation and (B) (i) persons that are outside the
United Kingdom or (ii) persons in the United Kingdom falling within
the definition of investment professionals (as defined in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Financial Promotion
Order”)) or within Article 43 of the Financial Promotion Order, or
to other persons to whom it may otherwise lawfully be communicated
under the Financial Promotion Order.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains certain forward-looking statements
regarding, among other things, statements relating to goals, plans
and projections regarding Bristol Myers Squibb’s financial
position, results of operations, market position, product
development and business strategy. 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. These statements
are likely to relate to, among other things, Bristol Myers Squibb’s
ability to execute successfully its strategic plans, including its
business development strategy generally and in relation to its
ability to realize the projected benefits of the acquisitions of
Celgene and MyoKardia, Inc. (“MyoKardia”), the full extent of the
impact of the coronavirus disease (“COVID-19”) pandemic on its
operations and the development and commercialization of its
products, potential laws and regulations to lower drug costs,
market actions taken by private and government payers to manage
drug utilization and contain costs, the expiration of patents or
data protection on certain products, including assumptions about
its ability to retain patent exclusivity of certain products and
the impact and the result of governmental investigations. No
forward-looking statement can be guaranteed, including that any
future clinical studies will support the data described in
documents incorporated by reference in the Offer to Purchase,
product candidates will receive necessary clinical and
manufacturing regulatory approvals, pipeline products will prove to
be commercially successful, clinical and manufacturing regulatory
approvals will be sought or obtained within currently expected
timeframes or contractual milestones will be achieved.
Such forward-looking statements are based on historical
performance and current expectations and projections about Bristol
Myers Squibb’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
control and could cause its 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, risks relating to various
risks related to public health outbreaks, epidemics and pandemics,
including the impact of the COVID-19 pandemic on Bristol Myers
Squibb’s operations and that it cannot reasonably assess or predict
at this time the full extent of the adverse effect that the
COVID-19 pandemic will have on its business, financial condition,
results of operations and cash flows; increasing pricing pressures
from market access, pharmaceutical pricing controls and
discounting, changes to tax and importation laws and other
restrictions in the United States, the European Union and other
regions around the world that result in lower prices, lower
reimbursement rates and smaller populations for whom payers will
reimburse; challenges inherent in new product development,
including obtaining and maintaining regulatory approval; Bristol
Myers Squibb’s ability to obtain and protect market exclusivity
rights and enforce patents and other intellectual property rights;
the possibility of difficulties and delays in product introduction
and commercialization; the risk of certain novel approaches to
disease treatment (such as CAR T therapy); industry competition
from other manufacturers; potential difficulties, delays and
disruptions in manufacturing, distribution or sale of products,
including without limitation, interruptions caused by damage to
Bristol Myers Squibbs’ and its suppliers’ manufacturing sites;
integrating Bristol Myers Squibb’s and Celgene’s business and
operations, including with respect to human capital management,
portfolio rationalization, finance and accounting systems, sales
operations and product distribution, pricing systems and
methodologies, data security systems, compliance programs and
internal controls processes; Bristol Myers Squibb’s ability to
realize the anticipated benefits from the acquisition of Celgene;
the risk of an adverse patent litigation decision or settlement and
exposure to other litigation and/or regulatory actions; the impact
of any healthcare reform and legislation or regulatory action in
the United States and international markets; changes in tax law and
regulations; the failure of Bristol Myers Squibb’s suppliers,
vendors, outsourcing partners, alliance partners and other third
parties to meet their contractual, regulatory and other
obligations; Bristol Myers Squibb’s regulatory decisions impacting
labeling, manufacturing processes and/or other matters; the impact
on its competitive position from counterfeit or unregistered
versions of its products or stolen products; the adverse impact of
cyber-attacks on its information systems or products, including
unauthorized disclosure of trade secrets or other confidential data
stored in its information systems and networks; its ability to
execute its financial, strategic and operational plans; Bristol
Myers Squibb’s ability to identify potential strategic
acquisitions, licensing opportunities or other beneficial
transactions; Bristol Myers Squibb’s dependency on several key
products; any decline in its future royalty streams; Bristol Myers
Squibb’s ability to effectively manage acquisitions, divestitures,
alliances and other portfolio actions and to successfully realize
the expected benefits of such actions; Bristol Myers Squibb’s
ability to attract and retain key personnel; the impact of its
significant additional indebtedness that it incurred in connection
with the acquisition of Celgene and the acquisition of MyoKardia
and its issuance of additional shares in connection with the
acquisition of Celgene on its ability to operate the combined
company; political and financial instability of international
economies and sovereign risk; interest rate and currency exchange
rate fluctuations, credit and foreign exchange risk management; the
exclusive forum provision in its by-laws for certain lawsuits could
limit its stockholders’ ability to obtain a judicial forum that it
finds favorable for such lawsuits; and issuance of new or revised
accounting standards.
Forward-looking statements in this press release should be
evaluated together with the many risks and uncertainties that
affect Bristol Myers Squibb’s business and market, particularly
those identified in the cautionary statement and risk factors
discussion in Bristol Myers Squibb’s Annual Report on Form 10-K for
the year ended December 31, 2020, as updated by its subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The
forward-looking statements included in this document 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.
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. For more
information about Bristol Myers Squibb, visit us at BMS.com or
follow us on LinkedIn, Twitter, YouTube, Facebook, and
Instagram.
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version on businesswire.com: https://www.businesswire.com/news/home/20210222005948/en/
Bristol Myers Squibb Media: media@bms.com Investor
Relations: Tim Power 609-252-7509 timothy.power@bms.com Nina
Goworek 908-673-9711 nina.goworek@bms.com
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