NEW YORK--(BUSINESS WIRE)--Bristol-Myers
Squibb Company (NYSE:BMY) (“Bristol-Myers Squibb) announced today
the extension of the expiration date of the offers to exchange (the
“Exchange Offers”) notes (the “Celgene Notes”) issued by Celgene
Corporation (NASDAQ:CELG) (“Celgene”) for up to $19,850,000,000
aggregate principal amount of new notes to be issued by Bristol-Myers
Squibb Company (the “Bristol-Myers Squibb Notes”) and cash and the
related consent solicitations (the “Consent Solicitations”) being made
by Bristol-Myers Squibb on behalf of Celgene to adopt certain proposed
amendments (the “Amendments”) to the indentures governing the Celgene
Notes. Bristol-Myers Squibb hereby extends such expiration date from
5:00 p.m., New York City time, on June 3, 2019, to 5:00 p.m., New York
City time, on July 8, 2019 (as the same may be further extended, the
“Expiration Date”).
On the early participation date of May 1, 2019, requisite consents were
received and supplemental indentures were executed, eliminating
substantially all restrictive covenants and certain events of default
and other provisions in each of the indentures governing the Celgene
Notes. Such supplemental indentures will only become operative upon the
settlement date of the Exchange Offers.
The Exchange Offers and Consent Solicitations are being made pursuant to
the terms and subject to the conditions set forth in the confidential
offering memorandum and consent solicitation statement dated April 17,
2019 and the related letter of transmittal hereby, each as amended by
the press release dated May 1, 2019 and as amended hereby, and are
conditioned upon the closing of Bristol-Myers Squibb’s acquisition of
Celgene (the “Merger”), which condition may not be waived by
Bristol-Myers Squibb, and certain other conditions that may be waived by
Bristol-Myers Squibb.
The settlement date for the Exchange Offers is expected to occur
promptly after the Expiration Date and on or about the closing date of
the Merger. The closing of the Merger is expected to occur in the third
quarter of calendar year 2019. As a result, the Expiration Date may be
further extended one or more times. Bristol-Myers Squibb will provide
notice of any such extension in advance of the Expiration Date.
Except as described in this press release, all other terms of the
Exchange Offers and Consent Solicitations remain unchanged.
As of 5:00 p.m., New York City time, on May 23, 2019, the principal
amounts of Celgene Notes set forth in the table below had been validly
tendered and not validly withdrawn:
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Title of Series
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Aggregate
Principal
Amount
Outstanding
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Celgene Notes Tendered as of
5:00 p.m., New York
City
time, on May 23, 2019
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CUSIP Number
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Principal
Amount
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Percentage
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2.875% Senior Notes due 2020
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151020AQ7
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$1,500,000,000
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$1,059,748,000
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70.65%
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3.950% Senior Notes due 2020
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151020AE4
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$ 500,000,000
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$437,787,000
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87.56%
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2.875% Senior Notes due 2021
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151020BC7
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$ 500,000,000
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$417,900,000
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83.58%
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2.250% Senior Notes due 2021
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151020AV6
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$ 500,000,000
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$473,876,000
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94.78%
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3.250% Senior Notes due 2022
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151020AH7
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$1,000,000,000
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$771,071,000
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77.11%
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3.550% Senior Notes due 2022
|
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151020AR5
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$1,000,000,000
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$865,428,000
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86.54%
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2.750% Senior Notes due 2023
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151020AX2
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$ 750,000,000
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$696,600,000
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92.88%
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3.250% Senior Notes due 2023
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151020BA1
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$1,000,000,000
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$910,990,000
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91.10%
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4.000% Senior Notes due 2023
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151020AJ3
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$ 700,000,000
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$616,077,000
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88.01%
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3.625% Senior Notes due 2024
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151020AP9
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$1,000,000,000
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$861,647,000
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86.16%
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3.875% Senior Notes due 2025
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151020AS3
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$2,500,000,000
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$2,351,446,000
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94.06%
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3.450% Senior Notes due 2027
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151020AY0
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$1,000,000,000
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$919,055,000
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91.91%
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3.900% Senior Notes due 2028
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151020BB9
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$1,500,000,000
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$1,430,271,000
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95.35%
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5.700% Senior Notes due 2040
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151020AF1
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$ 250,000,000
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$242,751,000
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97.10%
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5.250% Senior Notes due 2043
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151020AL8
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$ 400,000,000
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$391,140,000
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97.79%
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4.625% Senior Notes due 2044
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151020AM6
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$1,000,000,000
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$880,658,000
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88.07%
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5.000% Senior Notes due 2045
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151020AU8
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$2,000,000,000
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$1,937,329,000
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96.87%
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4.350% Senior Notes due 2047
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151020AW4
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$1,250,000,000
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$1,121,461,000
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89.72%
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4.550% Senior Notes due 2048
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151020AZ7
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$1,500,000,000
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$1,320,204,000
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88.01%
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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. Except as amended by the press release dated
May 1, 2019 and as amended hereby, the complete terms and conditions of
the Exchange Offers and Consent Solicitations are described in the
confidential offering memorandum and consent solicitation statement
dated April 17, 2019 and the 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.
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
confidential offering memorandum and consent solicitation statement
dated April 17, 2019 and the related 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 and the
expected timing of completion of the Exchange Offers 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.