8-KOther EventsExhibits & Filings

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

Filed October 8, 2019For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb (BMY) announced on October 8, 2019, an extension of the expiration date for its offers to exchange Celgene notes for BMY notes and cash, as well as related consent solicitations. The new expiration date for these offers and solicitations is now October 25, 2019, extended from the previous date of October 15, 2019. This action is directly tied to the ongoing planned acquisition of Celgene by Bristol-Myers Squibb. Investors should note that these exchange offers and consent solicitations are contingent upon the successful closing of the Celgene merger, which is anticipated by the end of 2019. The settlement of these offers will occur promptly after the expiration date and on or about the merger's closing date. The company has indicated that the expiration date may be extended further if necessary to align with the merger's closing timeline. Supplemental indentures related to these notes have already been executed and will become effective upon the settlement date.

Key Highlights

  • 1Bristol-Myers Squibb (BMY) extended the expiration date for its Celgene notes exchange offers and consent solicitations to October 25, 2019.
  • 2The extension is related to the pending acquisition of Celgene by BMY.
  • 3The exchange offers and consent solicitations are conditioned on the closing of the Celgene merger.
  • 4The settlement of the exchange offers is expected to occur concurrently with the closing of the merger.
  • 5The merger with Celgene is anticipated to close by the end of 2019.
  • 6The expiration date may be further extended, with BMY committed to providing notice.
  • 7Supplemental indentures for the Celgene notes have been executed and will become operative upon settlement.

Frequently Asked Questions

The expiration date for the exchange offers and consent solicitations related to Celgene's notes has been extended to October 25, 2019, to provide more time for these processes, which are directly linked to the closing of Bristol-Myers Squibb's planned acquisition of Celgene. The company may further extend this date if necessary to align with the merger's closing timeline.

The consent solicitations are seeking approval to amend the indentures governing the Celgene notes. The proposed amendments aim to eliminate substantially all restrictive covenants and certain events of default and other provisions within these indentures.

The settlement of the exchange offers and consent solicitations is expected to occur promptly after the new expiration date (October 25, 2019) and on or about the closing date of the planned acquisition of Celgene. The merger itself is anticipated to close by the end of 2019.

Yes, the primary condition is the closing of the Celgene merger, which Bristol-Myers Squibb cannot waive. Other conditions may also apply and can be waived by Bristol-Myers Squibb.