8-KOther EventsExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (Nov 15, 2019)

Filed November 15, 2019For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) has announced a significant step towards the completion of its acquisition of Celgene Corporation. On November 15, 2019, the Federal Trade Commission (FTC) accepted a consent order, clearing the final major regulatory hurdle for the merger. This approval is contingent upon BMY completing the divestiture of Celgene's OTEZLA® business to Amgen Inc. within ten days of the merger's closing. With all regulatory approvals secured, BMY and Celgene anticipate closing the merger on November 20, 2019. Concurrently, BMY expects its exchange offers for Celgene's notes and related consent solicitations to expire on the same date, with settlement anticipated for November 22, 2019. This filing signifies a critical milestone, bringing the transformative merger of BMY and Celgene closer to finalization, with implications for the combined entity's structure and financial profile.

Key Highlights

  • 1FTC has approved Bristol-Myers Squibb's merger with Celgene, removing the final major regulatory obstacle.
  • 2The merger closing is anticipated for November 20, 2019, subject to divestiture conditions.
  • 3BMY must divest Celgene's OTEZLA® business to Amgen Inc. within 10 days post-merger closing.
  • 4All required regulatory approvals for the merger have now been obtained.
  • 5Exchange offers for Celgene notes and consent solicitations are set to expire on November 20, 2019, with settlement expected November 22, 2019.
  • 6The successful completion of the merger is expected to result in significant changes to BMY's capital structure, including substantial indebtedness.

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