UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 24, 2019

 
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)

 
Delaware
1-1136
22-0790350
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)

 
430 East 29th Street, 14th Floor
New York, NY, 10016
(Address of Principal Executive Office)
 

Registrant’s telephone number, including area code: (212) 546-4000

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.10 Par Value
BMY
New York Stock Exchange
1.000% Notes due 2025
 
New York Stock Exchange
1.750% Notes due 2035
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01
Other Events.

On May 24, 2019, Bristol-Myers Squibb Company (“ Bristol-Myers Squibb ”) issued a press release announcing that it has extended the expiration date of its previously announced (i) offers to exchange (the “Exchange Offers”) notes (the “Celgene Notes”) issued by Celgene Corporation (“Celgene”) for up to $19,850,000,000 aggregate principal amount of new notes issued by Bristol-Myers Squibb and cash and (ii) related solicitations of consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain amendments (the “Amendments”) that would eliminate substantially all restrictive covenants and certain events of default and other provisions in each of the indentures governing the Celgene Notes. Bristol-Myers Squibb extended 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”).

The Exchange Offers and Consent Solicitations were commenced in connection with Bristol-Myers Squibb’s planned acquisition of Celgene (the “Merger”) and are being made solely 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, each as amended by the press release dated May 1, 2019 and the attached press release, in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended . The Exchange Offers and Consent Solicitations 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.

The settlement date of the Exchange Offers and Consent Solicitations 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 and, 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.

Supplemental indentures effecting the Amendments relating to the Celgene Notes were executed on May 1, 2019. Such supplemental indentures will only become operative upon the settlement date of the Exchange Offers.

A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is included as part of this Current Report on Form 8-K:

Exhibit
No.
 
Description
   
99.1
 
Press Release of Bristol-Myers Squibb Company, dated May 24, 2019.

EXHIBIT INDEX

Exhibit
No.
 
Description
   
 
Press Release of Bristol-Myers Squibb Company, dated May 24, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
BRISTOL-MYERS SQUIBB COMPANY
   
Dated: May 24, 2019
By:
/s/ Katherine R. Kelly
 
Name:
Katherine R. Kelly
 
Title:
Corporate Secretary

Exhibit 99.1


Bristol-Myers Squibb Company Announces Extension of the Expiration Date for Exchange Offers for Celgene Corporation Notes

NEW YORK, May 24, 2019 – 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.
1
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:

         
Celgene Notes Tendered as of 5:00 p.m.,
New York City time, on May 23, 2019

 
Title of Series
CUSIP Number
 
Aggregate Principal
Amount Outstanding
   
Principal
Amount
   
Percentage
 
2.875% Senior Notes due 2020
151020AQ7
 
$
1,500,000,000
   
$
1,059,748,000
     
70.65
%
3.950% Senior Notes due 2020
151020AE4
 
$
500,000,000
   
$
437,787,000
     
87.56
%
2.875% Senior Notes due 2021
151020BC7
 
$
500,000,000
   
$
417,900,000
     
83.58
%
2.250% Senior Notes due 2021
151020AV6
 
$
500,000,000
   
$
473,876,000
     
94.78
%
3.250% Senior Notes due 2022
151020AH7
 
$
1,000,000,000
   
$
771,071,000
     
77.11
%
3.550% Senior Notes due 2022
151020AR5
 
$
1,000,000,000
   
$
865,428,000
     
86.54
%
2.750% Senior Notes due 2023
151020AX2
 
$
750,000,000
   
$
696,600,000
     
92.88
%
3.250% Senior Notes due 2023
151020BA1
 
$
1,000,000,000
   
$
910,990,000
     
91.10
%
4.000% Senior Notes due 2023
151020AJ3
 
$
700,000,000
   
$
616,077,000
     
88.01
%
3.625% Senior Notes due 2024
151020AP9
 
$
1,000,000,000
   
$
861,647,000
     
86.16
%
3.875% Senior Notes due 2025
151020AS3
 
$
2,500,000,000
   
$
2,351,446,000
     
94.06
%
3.450% Senior Notes due 2027
151020AY0
 
$
1,000,000,000
   
$
919,055,000
     
91.91
%
3.900% Senior Notes due 2028
151020BB9
 
$
1,500,000,000
   
$
1,430,271,000
     
95.35
%
5.700% Senior Notes due 2040
151020AF1
 
$
250,000,000
   
$
242,751,000
     
97.10
%
5.250% Senior Notes due 2043
151020AL8
 
$
400,000,000
   
$
391,140,000
     
97.79
%
4.625% Senior Notes due 2044
151020AM6
 
$
1,000,000,000
   
$
880,658,000
     
88.07
%
5.000% Senior Notes due 2045
151020AU8
 
$
2,000,000,000
   
$
1,937,329,000
     
96.87
%
4.350% Senior Notes due 2047
151020AW4
 
$
1,250,000,000
   
$
1,121,461,000
     
89.72
%
4.550% Senior Notes due 2048
151020AZ7
 
$
1,500,000,000
   
$
1,320,204,000
     
88.01
%

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.
2
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.

Contacts

Media:
Carrie L. Fernandez
609-252-5222
carrie.fernandez@bms.com

Investors:
Tim Power
609-252-7509
timothy.power@bms.com

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