What is the main reason for this 8-K filing?

This 8-K filing is primarily to provide supplemental disclosures related to the proposed merger between Bristol Myers Squibb (BMY) and Celgene. These disclosures are intended to resolve litigation brought by shareholders alleging inadequate information was provided about the merger.

How does this filing affect the merger consideration for Celgene shareholders?

The filing explicitly states that the memorandum of understanding and the supplemental disclosures will not affect the amount of merger consideration that Celgene's stockholders are entitled to receive in the Merger.

Are these supplemental disclosures an admission of wrongdoing by Bristol Myers Squibb?

No, Bristol Myers Squibb explicitly states that nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the supplemental disclosures set forth herein. They are being provided to moot claims, avoid delays, and minimize defense expenses.

What kind of information has been updated or supplemented?

The filing supplements information regarding the financial advisors' fairness opinions and analyses. This includes details on Morgan Stanley's fees and services related to the merger, as well as updated methodologies used in Discounted Cash Flow (DCF) analyses for both Bristol Myers Squibb and Celgene, including terminal value calculations and discount rates.

BRISTOL MYERS SQUIBB CO 8-K SEC Disclosure

Summary

This 8-K filing from Bristol Myers Squibb (BMY) addresses supplemental disclosures related to the ongoing merger with Celgene. The primary focus is on resolving litigation initiated by shareholders of both companies, which alleged inadequate disclosure of material information regarding the merger. BMY has entered into a memorandum of understanding with a plaintiff representing BMS shareholders, agreeing to make these supplemental disclosures to moot the claims and avoid potential delays or adverse effects on the merger. Key updates include revised details on financial advisor fees and methodologies used in fairness opinions for the merger. Specifically, Morgan Stanley's compensation and services related to the transaction are clarified, alongside updated methodologies for discounted cash flow (DCF) analyses for both Celgene and BMY. These adjustments are made to provide further transparency to shareholders concerning the financial analyses supporting the merger transaction. The company emphasizes that these disclosures are not admissions of legal necessity or materiality but are made to facilitate the merger process.

Key Highlights

1Bristol Myers Squibb (BMY) has entered into a memorandum of understanding to resolve litigation from BMS shareholders alleging inadequate merger disclosures.
2Supplemental disclosures are being provided to moot shareholder claims and prevent potential delays or negative impacts on the Celgene merger.
3Details regarding Morgan Stanley's advisory fees and services for the BMY-Celgene merger have been clarified.
4Updated methodologies for the financial advisors' Discounted Cash Flow (DCF) analyses for both Celgene and BMY are provided.
5The merger consideration for Celgene stockholders remains unaffected by these supplemental disclosures.
6BMY and Celgene are providing these disclosures to avoid litigation expenses and potential disruptions to the merger.
7The filing includes cautionary statements regarding forward-looking statements and the risks associated with the merger.

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (Apr 4, 2019)

Summary

Key Highlights

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