Bristol-Myers Squibb Company (NYSE:BMY) (“Bristol-Myers Squibb)
announced today the commencement, in connection with its previously
announced acquisition of Celgene Corporation (NASDAQ:CELG)
(“Celgene”), of an exchange offer for any and all
outstanding notes (the “Celgene Notes”) issued by Celgene for up to
$19,850,000,000 aggregate principal amount of new notes to be
issued by Bristol-Myers Squibb (the “Bristol-Myers Squibb Notes”)
and cash.
As previously announced, Bristol-Myers Squibb and Burgundy
Merger Sub, Inc., a wholly owned subsidiary of Bristol-Myers Squibb
(“Merger Sub”), entered into an Agreement and Plan of Merger (the
“Merger Agreement”) with Celgene. The Merger Agreement
provides, among other things, that on the terms and subject to the
conditions set forth therein, Merger Sub will merge with and into
Celgene, with Celgene surviving as a wholly owned subsidiary of
Bristol-Myers Squibb (the “Merger”).
The following table sets forth the Exchange Consideration, Early
Participation Payment and Total Consideration for each series of
Celgene Notes as set forth in the table below:
Title of Series/ CUSIP
Number of Celgene Principal Early
Corporation Maturity Amount Exchange
Participation Total Notes Date
Outstanding
Consideration(1)
Payment(1)
Consideration (1)(2)
2.875% Senior 08/15/2020 $1,500,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2020 / amount of Bristol- amount of
Bristol- 151020AQ7 Myers Squibb Myers Squibb 2.875% Senior 2.875%
Senior Notes due 2020 Notes due 2020 and $1.00 in cash
3.950% Senior 10/15/2020 $500,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2020 / amount of Bristol- amount of
Bristol- 151020AE4 Myers Squibb Myers Squibb 3.950% Senior 3.950%
Senior Notes due 2020 Notes due 2020 and $1.00 in cash
2.875% Senior 02/19/2021 $500,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2021 / amount of Bristol- amount of
Bristol- 151020BC7 Myers Squibb Myers Squibb 2.875% Senior 2.875%
Senior Notes due 2021 Notes due 2021 and $1.00 in cash
2.250% Senior 08/15/2021 $500,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2021 / amount of Bristol- amount of
Bristol- 151020AV6 Myers Squibb Myers Squibb 2.250% Senior 2.250%
Senior Notes due 2021 Notes due 2021 and $1.00 in cash
3.250% Senior 08/15/2022 $1,000,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2022 / amount of Bristol- amount of
Bristol- 151020AH7 Myers Squibb Myers Squibb 3.250% Senior 3.250%
Senior Notes due 2022 Notes due 2022 and $1.00 in cash
3.550% Senior 08/15/2022 $1,000,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2022 / amount of Bristol- amount of
Bristol- 151020AR5 Myers Squibb Myers Squibb 3.550% Senior 3.550%
Senior Notes due 2022 Notes due 2022 and $1.00 in cash
2.750% Senior 02/15/2023 $750,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2023 / amount of Bristol- amount of
Bristol- 151020AX2 Myers Squibb Myers Squibb 2.750% Senior 2.750%
Senior Notes due 2023 Notes due 2023 and $1.00 in cash
3.250% Senior 02/20/2023 $1,000,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2023 / amount of Bristol- amount of
Bristol- 151020BA1 Myers Squibb Myers Squibb 3.250% Senior 3.250%
Senior Notes due 2023 Notes due 2023 and $1.00 in cash
4.000% Senior 08/15/2023 $700,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2023 / amount of Bristol- amount of
Bristol- 151020AJ3 Myers Squibb Myers Squibb 4.000% Senior 4.000%
Senior Notes due 2023 Notes due 2023 and $1.00 in cash
3.625% Senior 05/15/2024 $1,000,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2024 / amount of Bristol- amount of
Bristol- 151020AP9 Myers Squibb Myers Squibb 3.625% Senior 3.625%
Senior Notes due 2024 Notes due 2024 and $1.00 in cash
3.875% Senior 08/15/2025 $2,500,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2025 / amount of Bristol- amount of
Bristol- 151020AS3 Myers Squibb Myers Squibb 3.875% Senior 3.875%
Senior Notes due 2025 Notes due 2025 and $1.00 in cash
3.450% Senior 11/15/2027 $1,000,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2027 / amount of Bristol- amount of
Bristol- 151020AY0 Myers Squibb Myers Squibb 3.450% Senior 3.450%
Senior Notes due 2027 Notes due 2027 and $1.00 in cash
3.900% Senior 02/20/2028 $1,500,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2028 / amount of Bristol- amount of
Bristol- 151020BB9 Myers Squibb Myers Squibb 3.900% Senior 3.900%
Senior Notes due 2028 Notes due 2028 and $1.00 in cash
5.700% Senior 10/15/2040 $250,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2040 / amount of Bristol- amount of
Bristol- 151020AF1 Myers Squibb Myers Squibb 5.700% Senior 5.700%
Senior Notes due 2040 Notes due 2040 and $1.00 in cash
5.250% Senior 08/15/2043 $400,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2043 / amount of Bristol- amount of
Bristol- 151020AL8 Myers Squibb Myers Squibb 5.250% Senior 5.250%
Senior Notes due 2043 Notes due 2043 and $1.00 in cash
4.625% Senior 05/15/2044 $1,000,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2044/ amount of Bristol- amount of
Bristol- 151020AM6 Myers Squibb Myers Squibb 4.625% Senior 4.625%
Senior Notes due 2044 Notes due 2044 and $1.00 in cash
5.000% Senior 08/15/2045 $2,000,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2045 / amount of Bristol- amount of
Bristol- 151020AU8 Myers Squibb Myers Squibb 5.000% Senior 5.000%
Senior Notes due 2045 Notes due 2045 and $1.00 in cash
4.350% Senior 11/15/2047 $1,250,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2047 / amount of Bristol- amount of
Bristol- 151020AW4 Myers Squibb Myers Squibb 4.350% Senior 4.350%
Senior Notes due 2047 Notes due 2047 and $1.00 in cash
4.550% Senior 02/20/2048 $1,500,000,000 $1,000 principal $1.00 in
cash $1,000 principal Notes due 2048 / amount of Bristol- amount of
Bristol- 151020AZ7 Myers Squibb Myers Squibb 4.550% Senior 4.550%
Senior Notes due 2048 Notes due 2048 and $1.00 in cash
(1) For each $1,000 principal amount of Celgene Notes accepted
for exchange.
(2) Includes Early Participation Payment.
In conjunction with the offers to exchange (each an “Exchange
Offer” and collectively, the “Exchange Offers”) the Celgene Notes,
Bristol-Myers Squibb is concurrently soliciting consents (each, a
“Consent Solicitation” and, collectively, the “Consent
Solicitations”) to adopt certain proposed amendments to each of the
indentures (collectively, the “Celgene Indentures”) governing the
Celgene Notes to (i) eliminate substantially all of the restrictive
covenants in such Celgene Indenture, (ii) eliminate certain of the
events which may lead to an “Event of Default” in such Celgene
Indenture (other than for the failure to pay principal, premium or
interest) and (iii) eliminate any restrictions on Celgene in such
Celgene Indenture from consolidating with or merging into any other
person or conveying, transferring or leasing all or any of its
properties and assets to any person (collectively, the “Proposed
Amendments”). The Proposed Amendments with respect to each series
of the Celgene Notes under the Celgene Indentures requires the
consent of the holders of not less than a majority in principal
amount of such series of the Celgene Notes outstanding (the
“Requisite Consents”). If the Requisite Consents are obtained for a
particular series of Celgene Notes, any remaining Celgene Notes for
that series not tendered and exchanged for Bristol-Myers Squibb
Notes will be governed by the amended indenture. Each Exchange
Offer and Consent Solicitation is conditioned upon, among other
things, the completion of the other Exchange Offers and Consent
Solicitations, although Bristol-Myers Squibb may waive such
condition at any time with respect to an Exchange Offer. Any waiver
of a condition by Bristol-Myers Squibb with respect to an Exchange
Offer will automatically waive such condition with respect to the
corresponding Consent Solicitation, as applicable.
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the offering memorandum and consent solicitation statement dated
April 17, 2019 and the related letter of transmittal, and are
conditioned upon the closing of the Merger, which condition may not
be waived by Bristol-Myers Squibb, and certain other conditions
that may be waived by Bristol-Myers Squibb. Each Exchange Offer
will expire at 5:00 p.m., New York City time, on June 3, 2019
(as the same may be extended, the “Expiration Date”), unless
terminated. Each Consent Solicitation will expire at 5:00 p.m., New
York City time, on May 1, 2019, unless extended or terminated
(the “Early Participation Date”). The settlement date for the
Exchange Offers is expected to occur promptly after the Expiration
Date and the Expiration Date of each of the Exchange Offers is
expected to be extended to occur on or about the closing date of
the Merger, which is expected to occur in the third quarter of
calendar year 2019. As a result, the Expiration Date may be
extended one or more times. Bristol-Myers Squibb currently
anticipates providing notice of any such extension in advance of
the Expiration Date.
For each $1,000 principal amount of Celgene Notes validly
tendered and not validly withdrawn at or prior to the Early
Participation Date, Eligible Holders of Celgene Notes will be
eligible to receive an early participation payment of $1.00 in cash
(the “Early Participation Payment”). In addition, for each $1,000
principal amount of Celgene Notes validly tendered and not validly
withdrawn prior to the Expiration Date, holders of Celgene Notes
will be eligible to receive the Exchange Consideration of $1,000
principal amount of the Bristol-Myers Squibb Notes of the
applicable series. The total consideration consists of
(a) $1,000 principal amount of Bristol-Myers Squibb Notes of
the applicable series issued as Exchange Consideration plus
(b) the Early Participation Payment in cash (the “Total
Consideration”). After the Early Participation Date, tendered
Celgene Notes may be withdrawn, however, to be eligible to receive
the Exchange Consideration component of the Total Consideration,
such withdrawn Celgene Notes must be validly re-tendered and not
validly withdrawn at or prior to the Expiration Date.
Each Bristol-Myers Squibb Note issued in the Exchange Offers for
a validly tendered Celgene Note will have an interest rate and
maturity date that is identical to the interest rate and maturity
date of the tendered Celgene Note, as well as identical interest
payment dates and optional redemption terms. No accrued and unpaid
interest is payable upon acceptance of any Celgene Notes in the
Exchange Offers and Consent Solicitations. However, the first
interest payment on the Bristol-Myers Squibb Notes will include the
accrued and unpaid interest from the applicable Celgene Notes
tendered in exchange therefor so that a tendering eligible holder
will receive the same interest payment it would have received had
its Celgene Notes not been tendered in the Exchange Offers and
Consent Solicitations. The Bristol-Myers Squibb Notes will be
unsecured and unsubordinated obligations of Bristol-Myers Squibb
and will rank equally with all of Bristol-Myers Squibb’s other
unsecured and unsubordinated indebtedness from time to time
outstanding.
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. The complete terms and conditions of the Exchange Offers and
Consent Solicitations are described in the offering memorandum and
consent solicitation statement and 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. Holders of Celgene
Notes that are not eligible holders will not be able to receive
such documents, but Bristol-Myers Squibb will make alternative
arrangements available, subject to applicable law. Such holders
should contact Global Bondholder Services Corporation to receive
information about arrangements available to them.
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 offering memorandum and consent
solicitation statement and 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 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 consummation of the
Merger, projections as to the anticipated benefits thereof, the
expected timing of completion of the Exchange Offers and receipt of
requisite consents in the Consent Solicitations 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190417005417/en/
Media:Carrie L.
Fernandez609-252-5222carrie.fernandez@bms.com
Investors:Tim Power609-252-7509timothy.power@bms.com
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