NEW YORK--(BUSINESS WIRE)--Bristol-Myers Squibb (NYSE:BMY) today announced EPS guidance for
full-year 2019.
Bristol-Myers Squibb is providing its 2019 GAAP EPS guidance range at
$3.75 to $3.85 and non-GAAP EPS guidance range at $4.10 to $4.20. Key
2019 GAAP and non-GAAP guidance assumptions include the combined
dilution of $0.09 from the UPSA divestiture and U.S. Pension liabilities
transactions.
The EPS guidance for 2019 excludes the impact of the Celgene acquisition
or any potential future strategic acquisitions and divestitures, and any
specified items that have not yet been identified and quantified. The
non-GAAP 2019 EPS guidance also excludes other specified items as
discussed under “Use of Non-GAAP Financial Information.”
Bristol-Myers Squibb will provide full line-item guidance for when the
company reports its results for the fourth quarter 2018 on January 24,
2019.
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
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Use of Non-GAAP Financial Information
This press release contains non-GAAP EPS information, which is adjusted
to exclude certain costs, expenses, gains and losses and other specified
items that are evaluated on an individual basis. These items are
adjusted after considering their quantitative and qualitative aspects
and typically have one or more of the following characteristics, such as
being highly variable, difficult to project, unusual in nature,
significant to the results of a particular period or not indicative of
future operating results. Similar charges or gains were recognized in
prior periods and will likely reoccur in future periods including
restructuring costs, accelerated depreciation and impairment of
property, plant and equipment and intangible assets, R&D charges in
connection with the acquisition or licensing of third party intellectual
property rights, divestiture gains or losses, upfront payments from
out-licensed assets, pension charges, legal and other contractual
settlements and debt redemption gains or losses, among other items.
Deferred and current income taxes attributed to these items are also
adjusted for considering their individual impact to the overall tax
expense, deductibility, jurisdictional tax rates and the transitional
impact of U.S. tax reform. Non-GAAP information is intended to portray
the results of our baseline performance, supplement or enhance
management, analysts and investors overall understanding of our
underlying financial performance and facilitate comparisons among
current, past and future periods. For example, non-GAAP EPS information
is an indication of our baseline performance before items that are
considered by us to not be reflective of our ongoing results. In
addition, this information is among the primary indicators we use as a
basis for evaluating performance, allocating resources, setting
incentive compensation targets and planning and forecasting for future
periods. This information is not intended to be considered in isolation
or as a substitute for net earnings or diluted EPS prepared in
accordance with GAAP. Details reconciling adjusted non-GAAP amounts with
the amounts reflecting specified items are provided in supplemental
materials available on the company’s website.
Important Information For Investors And Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. It does not constitute a prospectus or prospectus
equivalent document. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
In connection with the proposed transaction between Bristol-Myers Squibb
Company (“Bristol-Myers Squibb”) and Celgene Corporation (“Celgene”),
Bristol-Myers Squibb and Celgene will file relevant materials with the
Securities and Exchange Commission (the “SEC”), including a
Bristol-Myers Squibb registration statement on Form S-4 that will
include a joint proxy statement of Bristol-Myers Squibb and Celgene that
also constitutes a prospectus of Bristol-Myers Squibb, and a definitive
joint proxy statement/prospectus will be mailed to stockholders of
Bristol-Myers Squibb and Celgene. INVESTORS AND SECURITY HOLDERS OF
BRISTOL-MYERS SQUIBB AND CELGENE ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will
be able to obtain free copies of the registration statement and the
joint proxy statement/prospectus (when available) and other documents
filed with the SEC by Bristol-Myers Squibb or Celgene through the
website maintained by the SEC at https://www.sec.gov/.
Copies of the documents filed with the SEC by Bristol-Myers Squibb will
be available free of charge on Bristol-Myers Squibb’s internet website
at https://www.bms.com/
under the tab, “Investors” and under the heading “Financial Reporting”
and subheading “SEC Filings” or by contacting Bristol-Myers Squibb’s
Investor Relations Department through https://www.bms.com/investors/investor-contacts.html.
Copies of the documents filed with the SEC by Celgene will be available
free of charge on Celgene’s internet website at https://www.celgene.com/
under the tab “Investors” and under the heading “Financial Information”
and subheading “SEC Filings” or by contacting Celgene’s Investor
Relations Department at ir@celgene.com.
Certain Information Regarding Participants
Bristol-Myers Squibb, Celgene, and their respective directors and
executive officers may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information about
the directors and executive officers of Bristol-Myers Squibb is set
forth in its Annual Report on Form 10-K for the year ended December 31,
2017, which was filed with the SEC on February 13, 2018, its proxy
statement for its 2018 annual meeting of stockholders, which was filed
with the SEC on March 22, 2018, and its Current Report on Form 8-K,
which was filed with the SEC on August 28, 2018. Information about the
directors and executive officers of Celgene is set forth in its Annual
Report on Form 10-K for the year ended December 31, 2017, which was
filed with the SEC on February 7, 2018, its proxy statement for its 2018
annual meeting of stockholders, which was filed with the SEC on April
30, 2018, and its Current Reports on Form 8-K, which were filed with the
SEC on June 1, 2018, June 19, 2018 and November 2, 2018. Other
information regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the joint proxy statement/prospectus
and other relevant materials to be filed with the SEC regarding the
proposed transaction when they become available. You may obtain these
documents (when they become available) free of charge through the
website maintained by the SEC at https://www.sec.gov/
and from Investor Relations at Bristol-Myers Squibb or Celgene as
described above.
Cautionary Statement Regarding Forward-Looking Statements
This communication 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
generally identify forward-looking statements by the use of
forward-looking terminology such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,”
“might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or
“will,” or the negative thereof or other variations thereon or
comparable terminology. These forward-looking statements are only
predictions and involve known and unknown risks and uncertainties, many
of which are beyond Bristol-Myers Squibb’s and Celgene’s control.
Statements in this communication regarding Bristol-Myers Squibb, Celgene
and the combined company that are forward-looking, including projections
as to the anticipated benefits of the proposed transaction, the impact
of the proposed transaction on Bristol-Myers Squibb’s and Celgene’s
business and future financial and operating results, the amount and
timing of synergies from the proposed transaction, the terms and scope
of the expected financing for the proposed transaction, the aggregate
amount of indebtedness of the combined company following the closing of
the proposed transaction, expectations regarding cash flow generation,
accretion to non-GAAP earnings per share, capital structure, debt
repayment, adjusted leverage ratio and credit ratings following the
closing of the proposed transaction, Bristol-Myers Squibb’s ability and
intent to conduct a share repurchase program and declare future dividend
payments, the combined company’s pipeline, intellectual property
protection and R&D spend, the timing and probability of a payment
pursuant to the contingent value right consideration, and the closing
date for the proposed transaction, are based on management’s estimates,
assumptions and projections, and are subject to significant
uncertainties and other factors, many of which are beyond Bristol-Myers
Squibb’s and Celgene’s control. These factors include, among other
things, effects of the continuing implementation of governmental laws
and regulations related to Medicare, Medicaid, Medicaid managed care
organizations and entities under the Public Health Service 340B program,
pharmaceutical rebates and reimbursement, market factors, competitive
product development and approvals, pricing controls and pressures
(including changes in rules and practices of managed care groups and
institutional and governmental purchasers), economic conditions such as
interest rate and currency exchange rate fluctuations, judicial
decisions, claims and concerns that may arise regarding the safety and
efficacy of in-line products and product candidates, changes to
wholesaler inventory levels, variability in data provided by third
parties, changes in, and interpretation of, governmental regulations and
legislation affecting domestic or foreign operations, including tax
obligations, changes to business or tax planning strategies,
difficulties and delays in product development, manufacturing or sales
including any potential future recalls, patent positions and the
ultimate outcome of any litigation matter. These factors also include
the combined company’s ability to execute successfully its strategic
plans, including its business development strategy, the expiration of
patents or data protection on certain products, including assumptions
about the combined company’s ability to retain patent exclusivity of
certain products, the impact and result of governmental investigations,
the combined company’s ability to obtain necessary regulatory approvals
or obtaining these without delay, the risk that the combined company’s
products prove to be commercially successful or that contractual
milestones will be achieved. Similarly, there are uncertainties relating
to a number of other important factors, including: results of clinical
trials and preclinical studies, including subsequent analysis of
existing data and new data received from ongoing and future studies; the
content and timing of decisions made by the U.S. FDA and other
regulatory authorities, investigational review boards at clinical trial
sites and publication review bodies; the ability to enroll patients in
planned clinical trials; unplanned cash requirements and expenditures;
competitive factors; the ability to obtain, maintain and enforce patent
and other intellectual property protection for any product candidates;
the ability to maintain key collaborations; and general economic and
market conditions. Additional information concerning these risks,
uncertainties and assumptions can be found in Bristol-Myers Squibb’s and
Celgene’s respective filings with 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. It should also be noted that projected
financial information for the combined businesses of Bristol-Myers
Squibb and Celgene is based on management’s estimates, assumptions and
projections and has not been prepared in conformance with the applicable
accounting requirements of Regulation S-X relating to pro forma
financial information, and the required pro forma adjustments have not
been applied and are not reflected therein. None of this information
should be considered in isolation from, or as a substitute for, the
historical financial statements of Bristol-Myers Squibb or Celgene.
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: a condition
to the closing of the proposed acquisition may not be satisfied; a
regulatory approval that may be required for the proposed acquisition is
delayed, is not obtained or is obtained subject to conditions that are
not anticipated; Bristol-Myers Squibb is unable to achieve the synergies
and value creation contemplated by the proposed acquisition;
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 declines
following the proposed acquisition; 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
proposed acquisition 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. No assurances can be given
that any of the events anticipated by the forward-looking statements
will transpire or occur, or if any of them do occur, what impact they
will have on the results of operations, financial condition or cash
flows of Bristol-Myers Squibb or Celgene. Should any risks and
uncertainties develop into actual events, these developments could have
a material adverse effect on the proposed transaction and/or
Bristol-Myers Squibb or Celgene, Bristol-Myers Squibb’s ability to
successfully complete the proposed transaction and/or realize the
expected benefits from the proposed transaction. You are cautioned not
to rely on Bristol-Myers Squibb’s and Celgene’s forward-looking
statements. These forward-looking statements are and will be based upon
management’s then-current views and assumptions regarding future events
and operating performance, and are applicable only as of the dates of
such statements. Neither Bristol-Myers Squibb nor Celgene assumes any
duty to update or revise forward-looking statements, whether as a result
of new information, future events or otherwise, as of any future date.
Media:Laura Hortas609-252-4587 laura.hortas@bms.com orInvestors:Tim Power609-252-7509 timothy.power@bms.com