NEW YORK--(BUSINESS WIRE)--Bristol-Myers
Squibb Company (NYSE:BMY) (“Bristol-Myers Squibb”) today announced
that, subject to market and other conditions, it intends to commence a
private offering (the “Offering”) to sell senior unsecured notes (the
“Notes”).
The Offering is being conducted in connection with the previously
announced proposed acquisition (the “Merger”) of Celgene Corporation
(“Celgene”). Bristol-Myers Squibb expects 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 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
as of 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 Bristol-Myer Squibb’s
intention to conduct the Offering, 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.
Media:Carrie L. Fernandez609-252-5222 carrie.fernandez@bms.com Investors:Tim Power609-252-7509 timothy.power@bms.com