8-KOther EventsExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (Oct 18, 2019)

Filed October 18, 2019For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb (BMY) announced an extension of the expiration date for its offers to exchange Celgene Corporation notes for new BMY notes and cash. The expiration date for these exchange offers and consent solicitations has been moved from October 25, 2019, to October 31, 2019. This action is directly tied to the ongoing planned acquisition of Celgene, which is expected to close by the end of 2019. Investors should note that these offers are a critical part of the financing strategy for the Celgene acquisition. The extension suggests a potential timeline adjustment or a need for more time to secure the necessary consents and exchanges from Celgene noteholders. The settlement of these offers is contingent on the closing of the merger, which remains a key condition that cannot be waived by BMY.

Key Highlights

  • 1BMY has extended the expiration date for its offers to exchange Celgene notes and related consent solicitations from October 25, 2019, to October 31, 2019.
  • 2These actions are linked to Bristol-Myers Squibb's pending acquisition of Celgene Corporation.
  • 3The exchange offers involve up to $19.85 billion in aggregate principal amount of Celgene notes.
  • 4The consent solicitations aim to amend Celgene's debt indentures to remove restrictive covenants and certain default provisions.
  • 5The settlement of the exchange offers and consent solicitations is conditional upon the closing of the Celgene merger.
  • 6The merger is anticipated to close by the end of 2019, and the expiration date may be extended further.
  • 7Supplemental indentures for the amendments were executed on May 1, 2019, but will only become operative upon settlement.

Frequently Asked Questions

Bristol-Myers Squibb extended the expiration date to provide more time for noteholders to tender their Celgene notes and consent to the proposed amendments to the indentures. This extension is part of the process related to their planned acquisition of Celgene, which is expected to close by the end of 2019.

Bristol-Myers Squibb is offering to exchange up to an aggregate principal amount of $19,850,000,000 of Celgene notes for new notes issued by BMY and cash.

The exchange offers and consent solicitations are conditioned upon the closing of the merger between Bristol-Myers Squibb and Celgene. This condition cannot be waived by BMY. There are also other conditions that BMY may waive.

The merger between Bristol-Myers Squibb and Celgene is expected to close by the end of 2019. The expiration date for the exchange offers may be further extended to align with this timeline.