What is the significance of the FTC's 'Second Request'?

A 'Second Request' is a standard part of the antitrust review process for significant mergers. It signifies that the FTC requires more detailed information beyond the initial filing to complete its review of the transaction's potential impact on competition. This is common in large deals and does not automatically mean the merger will be blocked.

Will the FTC's Second Request delay the merger closing?

According to Bristol-Myers Squibb, the Second Request is not expected to affect the previously communicated transaction timing. The companies anticipate the merger will still be consummated in the third quarter of 2019. The HSR waiting period is extended until 30 days after substantial compliance with the Second Request, but the parties are cooperating to resolve the FTC's concerns efficiently.

What specific area is the FTC's review focused on?

The FTC's review is specifically focused on marketed and pipeline products related to the treatment of psoriasis. This indicates the FTC's concern about potential market concentration or reduced competition within this therapeutic area post-merger.

Where can I find more detailed information about the merger and its risks?

Investors are urged to read the definitive joint proxy statement/prospectus filed with the SEC (registration statement on Form S-4). This document, along with other filings by Bristol-Myers Squibb and Celgene with the SEC, contains important information about the proposed transaction, risks, and details regarding participants in any proxy solicitations.

BRISTOL MYERS SQUIBB CO 8-K SEC Disclosure

Summary

Bristol-Myers Squibb (BMY) has filed an 8-K report on March 26, 2019, to update investors on the ongoing merger with Celgene. Both companies have received a 'Second Request' from the Federal Trade Commission (FTC) as part of the antitrust review. This request primarily focuses on marketed and pipeline products for psoriasis treatment. While the Second Request extends the HSR Act waiting period, Bristol-Myers Squibb emphasizes that the previously communicated transaction timing remains unaffected, with the merger still expected to close in the third quarter of 2019. Investors should note that this regulatory step is a standard part of large merger reviews and does not necessarily indicate a roadblock to completion. The companies are cooperating with the FTC to demonstrate that the merger will not negatively impact competition. The report also reiterates important information for investors regarding the merger, directing them to previously filed documents like the joint proxy statement/prospectus for comprehensive details on the transaction and associated risks.

Key Highlights

1Bristol-Myers Squibb (BMY) and Celgene received a 'Second Request' from the FTC for additional information regarding their proposed merger.
2The FTC's review is specifically focused on psoriasis treatments (marketed and pipeline).
3The Second Request extends the waiting period under the Hart-Scott-Rodino (HSR) Act.
4BMY and Celgene are cooperating with the FTC to demonstrate that the merger will not harm competition.
5The merger transaction timing is currently unaffected by the Second Request, with the expected closing date remaining in the third quarter of 2019.
6Investors are directed to review previously filed documents, including the joint proxy statement/prospectus, for detailed information about the transaction and associated risks.

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (Mar 26, 2019)

Summary

Key Highlights

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