8-KOther EventsExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (Nov 5, 2019)

Filed November 5, 2019For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) filed an 8-K on November 5, 2019, to announce the extension of the expiration date for its exchange offers and consent solicitations related to Celgene Corporation notes. These actions are in connection with BMY's pending acquisition of Celgene, which is expected to close by the end of 2019. The exchange offers allow holders of Celgene notes to tender them for new BMY notes and cash, while the consent solicitations aim to amend the terms of the Celgene notes. The primary takeaway for investors is that the timeline for the completion of the Celgene acquisition and the related debt restructuring is being managed with flexibility. The extension of the expiration date from November 6 to November 8, 2019, provides additional time for noteholders to participate in the offers and ensures alignment with the anticipated closing of the merger. The settlement of these offers is contingent upon the successful closing of the Celgene acquisition.

Key Highlights

  • 1BMY extended the expiration date for its exchange offers and consent solicitations for Celgene notes to November 8, 2019.
  • 2These offers are directly linked to Bristol-Myers Squibb's pending acquisition of Celgene.
  • 3The exchange offers allow Celgene noteholders to swap their debt for new BMY notes and cash.
  • 4The consent solicitations seek to amend the terms of Celgene's existing notes, removing restrictive covenants.
  • 5The settlement of these offers is conditional upon the closing of the Celgene merger, a condition that cannot be waived.
  • 6The Celgene acquisition is expected to be completed by the end of 2019.
  • 7The company will provide notice of any further extensions to the expiration date.

Frequently Asked Questions

Bristol-Myers Squibb extended the expiration date to provide additional time for Celgene noteholders to participate in the exchange offers and consent solicitations. This also ensures that the process remains aligned with the anticipated closing of the pending acquisition of Celgene, which is expected by the end of 2019.

The Exchange Offers allow holders of Celgene Corporation's outstanding notes to exchange them for newly issued notes from Bristol-Myers Squibb, along with some cash. The Consent Solicitations are requests to Celgene noteholders for their agreement to amend the terms of their existing notes, primarily to remove restrictive covenants and certain default provisions.

The filing states that the exchange offers and consent solicitations are conditioned upon the closing of the merger with Celgene. This condition cannot be waived by Bristol-Myers Squibb. While the acquisition is expected to close by year-end 2019, the contingent nature of these offers underscores the importance of the merger's successful completion.

The settlement of the exchange offers and consent solicitations is expected to occur promptly after the Expiration Date (November 8, 2019, as currently extended) and on or about the closing date of the Celgene merger. The timing is therefore dependent on the completion of the acquisition.