Bristol-Myers Squibb Company (NYSE:BMY) (“Bristol Myers
Squibb”), with its wholly-owned subsidiary Celgene Corporation
(“Celgene”) (collectively, the “Offerors”), announced the
commencement of 20 separate offers to purchase for cash notes
issued by the Offerors listed in the tables below (collectively,
the “Notes”) for an aggregate purchase price of up to $4.0
billion.
2023 Pool
Offers to purchase for cash up to
$950,000,000 aggregate purchase price for the securities listed in
the priority order below.
Title of Security
CUSIP/ISIN Number(s)
Issuer / Offeror
Principal Amount
Outstanding
Acceptance Priority
Level
Reference U.S. Treasury
Security(1)
Bloomberg Reference
Page
Fixed Spread (basis points)
(1)
Early Tender
Premium(2)
7.150% Notes due 2023
110122AA6
Bristol Myers Squibb
$301,532,000
1
0.125% UST due January 31,
2023
FIT 1
15
$50
4.000% Notes due 2023
110122DA3/
110122BL1/
U11009AL8
Bristol Myers Squibb
$636,086,000
2
0.125% UST due August 15,
2023
FIT 5
20
$50
4.000% Notes due 2023
151020AJ3
Celgene
$63,914,000
2
0.125% UST due August 15,
2023
FIT 5
20
$50
2024 Pool
Offers to purchase for cash up to
$1,500,000,000 aggregate purchase price for the securities listed
in the priority order below.
Title of Security
CUSIP/ISIN Number(s)
Issuer / Offeror
Principal Amount
Outstanding
Acceptance Priority
Level
Reference U.S. Treasury
Security(1)
Bloomberg Reference
Page
Fixed Spread (basis points)
(1)
Early Tender
Premium(2)
3.625% Notes due 2024*
110122DB1/
110122BM9/
U11009AM6
Bristol Myers Squibb
$882,510,000
1
0.125% UST due January 15,
2024
FIT 1
15
$50
3.625% Notes due 2024*
151020AP9
Celgene
$117,490,000
1
0.125% UST due January 15,
2024
FIT 1
15
$50
2.900% Notes due 2024
110122CM8/
110122BZ0/
U11009AZ7
Bristol Myers Squibb
$3,250,000,000
2
1.750% UST due July 31, 2024
FIT 5
15
$50
2025 Pool
Offers to purchase for cash up to
$650,000,000 aggregate purchase price for the securities listed in
the priority order below.
Title of Security
CUSIP/ISIN Number(s)
Issuer / Offeror
Principal Amount
Outstanding
Acceptance Priority
Level
Reference U.S. Treasury
Security(1)
Bloomberg Reference
Page
Fixed Spread (basis points)
(1)
Early Tender
Premium(2)
3.875% Notes due 2025*
110122DC9/
110122BN7/
U11009AN4
Bristol Myers Squibb
$2,379,532,000
1
0.375% UST due January 31,
2026
FIT 1
15
$50
3.875% Notes due 2025*
151020AS3
Celgene
$120,468,000
1
0.375% UST due January 31,
2026
FIT 1
15
$50
High Coupon Pool
Offers to purchase for cash up to
$900,000,000 aggregate purchase price for the securities listed in
the priority order below.
Title of Security
CUSIP/ISIN Number(s)
Issuer / Offeror
Principal Amount
Outstanding
Acceptance Priority
Level
Reference U.S. Treasury
Security(1)
Bloomberg Reference
Page
Fixed Spread (basis points)
(1)
Early Tender
Premium(2)
6.125% Notes due 2038
110122AQ1
Bristol Myers Squibb
$226,259,000
1
1.625% UST due November 15,
2050
FIT 1
90
$50
5.875% Notes due 2036
110122AP3
Bristol Myers Squibb
$286,673,000
2
1.625% UST due November 15,
2050
FIT 1
80
$50
6.875% Notes due 2097
110122AC2
Bristol Myers Squibb
$86,896,000
3
1.625% UST due November 15,
2050
FIT 1
165
$50
5.700% Notes due 2040
110122DF2/
110122BR8/
U11009AR5
Bristol Myers Squibb
$245,785,000
4
1.625% UST due November 15,
2050
FIT 1
90
$50
5.700% Notes due 2040
151020AF1
Celgene
$4,215,000
4
1.625% UST due November 15,
2050
FIT 1
90
$50
5.250% Notes due 2043
110122DG0/
110122BS6/
U11009AS3
Bristol Myers Squibb
$391,925,000
5
1.625% UST due November 15,
2050
FIT 1
85
$50
5.250% Notes due 2043
151020AL8
Celgene
$8,075,000
5
1.625% UST due November 15,
2050
FIT 1
85
$50
4.625% Notes due 2044*
110122DH8/
110122BT4/
U11009AT1
Bristol Myers Squibb
$976,477,000
6
1.625% UST due November 15,
2050
FIT 1
80
$50
4.625% Notes due 2044*
151020AM6
Celgene
$23,523,000
6
1.625% UST due November 15,
2050
FIT 1
80
$50
5.000% Notes due 2045*
110122DJ4/
110122BU1/
U11009AU8
Bristol Myers Squibb
$1,959,524,000
7
1.625% UST due November 15,
2050
FIT 1
84
$50
5.000% Notes due 2045*
151020AU8
Celgene
$40,476,000
7
1.625% UST due November 15,
2050
FIT 1
84
$50
4.250% Notes due 2049*
110122CR7/
110122CD8/
U11009BD5
Bristol Myers Squibb
$3,750,000,000
8
1.625% UST due November 15,
2050
FIT 1
88
$50
(1)
The Total Consideration (as
defined below) for each series of Notes will be based on the fixed
spread for the applicable series of Notes plus the yield of the
specified Reference U.S. Treasury Security for that series as of
11:00 a.m. (New York City time) on February 19, 2021, unless
extended with respect to any Offer (as defined below) (such date
and time with respect to an Offer, as the same may be extended with
respect to such Offer, the “Price Determination Date”). The Total
Consideration does not include the applicable Accrued Coupon
Payment (as defined below), which will be payable in cash in
addition to the applicable Total Consideration. For the avoidance
of doubt, the Early Tender Premium is included in the Total
Consideration calculated based on the fixed spread for the
applicable series of Notes and is not in addition to the Total
Consideration.
(2)
Payable, as part of the
applicable Total Consideration, per each $1,000 principal amount of
the specified series of Notes validly tendered at or prior to the
applicable Early Tender Deadline (as defined below) and accepted
for purchase (the “Early Tender Premium”). The total consideration
for each $1,000 principal amount of each series of Notes validly
tendered at or prior to the applicable Early Tender Deadline
(including the Early Tender Premium) is referred to as the “Total
Consideration” for such series. Holders of Notes (each, a “Holder”
and collectively, “Holders”) who validly tender Notes of a series
after the applicable Early Tender Deadline, but at or prior to the
applicable Expiration Date (as defined below), will receive the
tender consideration for any such series accepted for purchase by
the applicable Offeror, which is equal to the Total Consideration
minus the Early Tender Premium (with respect to such series, the
“Tender Consideration”).
*
Denotes a series of Notes for
which the Total Consideration and the Tender Consideration will be
determined taking into account the par call date, instead of the
maturity date, of the Notes of such series in accordance with
standard market practice.
The outstanding debt securities listed in (i) the first table
above labeled “2023 Pool” are referred to collectively as the “2023
Pool Notes,” (ii) the second table above labeled “2024 Pool” are
referred to collectively as the “2024 Pool Notes,” (iii) the third
table above labeled “2025 Pool” are referred to collectively as the
“2025 Pool Notes,” and (iv) the fourth table above labeled “High
Coupon Pool” are referred to collectively as the “High Coupon Pool
Notes.” The High Coupon Pool Notes, the 2023 Pool Notes, the 2024
Pool Notes and the 2025 Pool Notes are referred to collectively as
the “Notes,” and each series of Notes is referred to as a “series.”
We refer to each offer to purchase a series of Notes for cash as an
“Offer,” the offers to purchase the 2023 Pool Notes collectively as
the “2023 Pool Offers,” the offers to purchase the 2024 Pool Notes
collectively as the “2024 Pool Offers,” the offers to purchase the
2025 Pool Notes collectively as the “2025 Pool Offers,” the offers
to purchase the High Coupon Pool Notes collectively as the “High
Coupon Pool Offers,” and all the offers to purchase Notes are
referred to collectively as the “Offers.”
The Offers are subject to the terms and conditions described in
the Offer to Purchase dated February 4, 2021 (as it may be amended
or supplemented from time to time, the “Offer to Purchase”) which
sets forth a detailed description of the Offers, including (i) the
Acceptance Priority Procedures (as described below), (ii) a $950
million maximum aggregate purchase price of the 2023 Pool Notes
validly tendered in the 2023 Pool Offers, excluding the applicable
Accrued Coupon Payments (the “2023 Pool Maximum”), (iii) a $1.5
billion maximum aggregate purchase price of the 2024 Pool Notes
validly tendered in the 2024 Pool Offers, excluding the applicable
Accrued Coupon Payments (the “2024 Pool Maximum”), (iv) a $650
million maximum aggregate purchase price of the 2025 Pool Notes
validly tendered in the 2025 Pool Offers, excluding the applicable
Accrued Coupon Payments (the “2025 Pool Maximum”), and (v) a $900
million maximum aggregate purchase price of the High Coupon Pool
Notes validly tendered in the High Coupon Pool Offers, excluding
the applicable Accrued Coupon Payments (the “High Coupon Pool
Maximum”).
The primary purpose of the Offers is to acquire the maximum
principal amount of 2023 Pool Notes, 2024 Pool Notes, 2025 Pool
Notes and High Coupon Pool Notes in the designated priority order
for which the aggregate purchase price (excluding the applicable
Accrued Coupon Payments) for each such group of Notes does not
exceed the 2023 Pool Maximum, the 2024 Pool Maximum, the 2025 Pool
Maximum and the High Coupon Pool Maximum, respectively. The Offers
are not conditioned on any minimum amount of Notes being tendered,
and none of the Offers are conditioned on the consummation of the
other Offers. The Offers are subject to certain other general
conditions as described in the Offer to Purchase. Each Offer may be
amended, extended or, upon failure of a condition to be satisfied
or waived prior to the applicable Early Tender Deadline (for any
Offers for which the Offerors elect to exercise their Early
Settlement Right (as defined below)) or the applicable Expiration
Date (for any Notes not settled on the Early Settlement Date),
terminated individually.
The Offers will each expire at 11:59 p.m. (New York City time)
on March 4, 2021, unless extended or earlier terminated by the
Offerors (such date and time with respect to an Offer, as the same
may be extended with respect to such Offer, the “Expiration Date”).
To be eligible to receive the Total Consideration, which includes
the Early Tender Premium, Holders must validly tender their Notes
at or prior to 5:00 p.m. (New York City time) on February 18, 2021,
unless extended (such date and time with respect to an Offer, as
the same may be extended with respect to such Offer, the “Early
Tender Deadline”). Holders who validly tender their Notes after the
applicable Early Tender Deadline, but at or prior to the applicable
Expiration Date, will be eligible to receive the Tender
Consideration for any such series accepted for purchase. All
Holders whose Notes are accepted in an Offer will receive a cash
payment equal to accrued and unpaid interest on such Notes to, but
not including, the relevant Settlement Date (as defined below) (the
“Accrued Coupon Payment”) in addition to their Total Consideration
or Tender Consideration, as applicable.
- Notes may be validly withdrawn at any time at or prior to 5:00
p.m. (New York City time) on February 18, 2021, (such date and time
with respect to an Offer, as the same may be extended with respect
to such Offer), but not thereafter, unless extended with respect to
any Offer. Holders should not tender any Notes that they do not
wish to be accepted for purchase.
- Subject to the satisfaction or waiver of the conditions of the
Offers, the Acceptance Priority Procedures will operate
concurrently, but separately, for the 2023 Pool Notes, 2024 Pool
Notes, 2025 Pool Notes and High Coupon Pool Notes, in each case
subject to proration as described in the Offer to Purchase.
On the terms and subject to the conditions set forth in the
Offer to Purchase, the Offerors are offering to purchase the
following outstanding securities issued by it for the consideration
described below:
Subject to the satisfaction or waiver of the conditions of the
Offers, the “Acceptance Priority Procedures” will operate
concurrently, but separately, for the (i) 2023 Pool Offers, (ii)
2024 Pool Offers, (iii) 2025 Pool Offers, and (iv) High Coupon Pool
Offers, in each case, as follows:
- first, if the aggregate cash purchase price (excluding the
applicable Accrued Coupon Payments) of all 2023 Pool Notes, 2024
Pool Notes, 2025 Pool Notes or High Coupon Pool Notes, as
applicable, validly tendered at or prior to the applicable Early
Tender Deadline by Holders does not exceed the applicable pool
maximum, then the applicable Offeror will accept all such Notes.
However, if the aggregate cash purchase price (excluding the
applicable Accrued Coupon Payments) of all 2023 Pool Notes, 2024
Pool Notes, 2025 Pool Notes or High Coupon Pool Notes, as
applicable, validly tendered at or prior to the applicable Early
Tender Deadline by Holders exceeds the applicable pool maximum,
then the Offerors will (i) accept such Notes for purchase for cash,
starting at the highest acceptance priority level (level 1) and, if
there is more than one priority level, moving sequentially to each
lower acceptance priority level (the lowest of which is level 2 in
the case of the 2023 Pool Offers and 2024 Pool Offers and level 8
in the case of the High Coupon Pool Offers; the 2025 Pool Offers
have only one priority level), until the aggregate cash purchase
price (excluding the applicable Accrued Coupon Payments) of such
Notes equals the applicable pool maximum, (ii) prorate the series
of such Notes with the lowest acceptance priority level accepted
for purchase for cash (including equal proration between Notes
having the same priority but different Offerors) and (iii) not
accept for purchase for cash (x) any such Notes of a series with an
acceptance priority level below the prorated series or (y) any 2023
Pool Notes, 2024 Pool Notes, 2025 Pool Notes or High Coupon Pool
Notes, as applicable, validly tendered after the applicable Early
Tender Deadline; and
- second, if the applicable pool maximum is not exceeded at the
applicable Early Tender Deadline, the Offerors will repeat the
steps described in the prior bullet with respect to all 2023 Pool
Notes, 2024 Pool Notes, 2025 Pool Notes or High Coupon Pool Notes,
as applicable, validly tendered after the applicable Early Tender
Deadline, but at or prior to the applicable Expiration Date, in
order to determine the aggregate principal amount of such Notes
that the applicable Offeror will accept for purchase in the 2023
Pool Offers, the 2024 Pool Offers, the 2025 Pool Offers or the High
Coupon Pool Offers, as applicable.
- All 2023 Pool Notes, regardless of acceptance priority level,
that are validly tendered at or prior to the applicable Early
Tender Deadline will have priority over 2023 Pool Notes validly
tendered after the applicable Early Tender Deadline and at or prior
to the applicable Expiration Date.
- All 2024 Pool Notes, regardless of acceptance priority level,
that are validly tendered at or prior to the applicable Early
Tender Deadline will have priority over 2024 Pool Notes validly
tendered after the applicable Early Tender Deadline and at or prior
to the applicable Expiration Date.
- All 2025 Pool Notes, regardless of acceptance priority level,
that are validly tendered at or prior to the applicable Early
Tender Deadline will have priority over 2025 Pool Notes validly
tendered after the applicable Early Tender Deadline and at or prior
to the applicable Expiration Date.
- All High Coupon Pool Notes, regardless of acceptance priority
level, that are validly tendered at or prior to the applicable
Early Tender Deadline will have priority over High Coupon Pool
Notes validly tendered after the applicable Early Tender Deadline
and at or prior to the applicable Expiration Date
Provided that all conditions to the 2023 Pool Offers, the 2024
Pool Offers, the 2025 Pool Offers, and/or the High Coupon Pool
Offers have been satisfied or waived by the applicable Offeror by
the applicable Early Tender Deadline, the Offerors may, but are not
obligated to, elect to exercise their right (the “Early Settlement
Right”), with respect to the Offers for which the conditions have
been satisfied or waived, to settle all Notes validly tendered at
or prior to the applicable Early Tender Deadline and accepted for
purchase in such Offers (the “Early Settlement Date”). The Early
Settlement Date will be determined at the Offerors’ option and is
currently expected to occur on the third business day immediately
following the Early Tender Deadline. If the Offerors elect to
exercise their Early Settlement Right with respect to any 2023 Pool
Notes, 2024 Pool Notes, 2025 Pool Notes and/or High Coupon Pool
Notes, in each case validly tendered at or prior to the applicable
Early Tender Deadline and accepted for purchase, the Offerors will
settle all such Notes on the Early Settlement Date. If the Offerors
elect to exercise their Early Settlement Right with respect to the
2023 Pool Offers, the 2024 Pool Offers, the 2025 Pool Offers and/or
the High Coupon Pool Offers, the Offerors will announce in a press
release promptly after the applicable Early Tender Deadline that
they are exercising their Early Settlement Right with respect to
such Offers. On the Early Settlement Date, all Notes validly
tendered at or prior to the applicable Early Tender Deadline and
accepted for purchase in the Offers for which the Offerors have
elected to exercise their Early Settlement Right will receive the
applicable Total Consideration and Accrued Coupon Payment. The
“Final Settlement Date,” if any, is the date on which the Offerors
will settle all Notes validly tendered and accepted for purchase
and not previously settled on the Early Settlement Date. The Final
Settlement Date is expected to be the second business day following
the applicable Expiration Date, unless extended with respect to any
Offer. Each of the Early Settlement Date and the Final Settlement
Date is referred to as a “Settlement Date.”
Promptly after the Price Determination Date, the Offerors will
issue a press release specifying, among other things, the Offer
Yield and Total Consideration for each series of Notes, the
aggregate principal amount of Notes validly tendered at or prior to
the applicable Early Tender Deadline and accepted in each Offer and
the proration factor (if any) applied to such validly tendered
Notes with respect to each Offer.
The Offerors expressly reserve the right, in their sole
discretion, subject to compliance with applicable law and
regulations, not to purchase any Notes or to extend, amend and/or
terminate its respective Offers and to amend or waive any of the
terms and conditions of any Offer. Holders are advised to read
carefully the Offer to Purchase for full details of and information
on the procedures for participating in the Offer, as applicable. If
the Offerors terminate any Offer with respect to one or more series
of Notes, they will give written notice thereof to the Tender and
Information Agent (as defined below) and will make a public
announcement thereof as promptly as practicable, and all Notes
tendered pursuant to such terminated Offer will be returned
promptly to the tendering Holders thereof. With effect from such
termination, any Notes blocked in The Depository Trust Company
(“DTC”) will be released. Holders are advised to check with any
bank, securities broker or other intermediary through which they
hold Notes as to when such intermediary would need to receive
instructions from a beneficial owner in order for that holder to be
able to participate, or withdraw their instruction to participate,
in the Offers before the deadlines specified herein and in the
Offer to Purchase. The deadlines set by any such intermediary and
DTC for the submission and withdrawal of tender instructions will
also be earlier than the relevant deadlines specified herein and in
the Offer to Purchase.
After the Price Determination Date, the Offerors may elect to
redeem all or a portion of Bristol Myers Squibb’s 4.000% Notes due
2023 or 2.900% Notes due 2024 or Celgene’s 4.000% Notes due 2023
that are not tendered and accepted in the Offers in accordance with
the terms of the optional redemption provisions in the indentures
governing such Notes.
The Offerors have retained Deutsche Bank Securities Inc. and
Morgan Stanley & Co. LLC as dealer managers for the Offers.
Questions regarding terms and conditions of the Offers should be
directed to Deutsche Bank Securities Inc. at (866) 627-0391
(toll-free) or (212) 250-2955 (collect) or Morgan Stanley & Co.
LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect).
Global Bondholder Services Corporation will act as the tender agent
and the information agent for the Offers (the “Tender and
Information Agent”).
The full details of the Offers, including instructions on how to
tender Notes, are included in the Offer to Purchase. Holders are
strongly encouraged to read carefully the Offer to Purchase,
including documents incorporated by reference therein, because they
will contain important information. The Offer to Purchase is
available on Global Bondholder Services Corporation's website at
https://www.gbsc-usa.com/bristol-myers/ or obtained from Global
Bondholder Services Corporation at (866) 470-3800 (toll free) or
(212) 430-3774 (collect). You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Offers.
None of the Offerors or their affiliates, their respective
boards of directors, the dealer managers, the Tender and
Information Agent or the trustee with respect to the Notes is
making any recommendation as to whether Holders should tender any
Notes in response to the Offers, and neither the Offerors nor any
such other person has authorized any person to make any such
recommendation. Holders must make their own decision as to whether
to tender any of their Notes, and, if so, the principal amount of
Notes to tender.
This announcement is for informational purposes only. This
announcement is not an offer to sell or purchase, a solicitation of
an offer to sell or purchase, or the solicitation of tenders with
respect to any of Notes described herein. The Offers are being made
solely pursuant to the Offer to Purchase. The Offers are not being
made to Holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offers to be
made by a licensed broker or dealer, the Offers will be deemed to
be made on behalf of the Offerors by the dealer managers or one or
more registered brokers or dealers that are licensed under the laws
of such jurisdiction.
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
that has implemented the Prospectus Directive, qualified investors
in that Member State within the meaning of the Prospectus Directive
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, 2019, 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/20210204005388/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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