8-K/AAcquisitions & DispositionsExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K/A Report, Acquisition Completed (Feb 5, 2020)

Filed February 5, 2020For Securities:BMYCELG-RIBMYMP

Summary

This amended Form 8-K filing by Bristol-Myers Squibb Company (BMY) primarily serves to provide previously omitted historical financial statements and pro forma financial information related to its acquisition of Celgene Corporation. The acquisition, which was consummated on November 19, 2019, represents a significant strategic move for BMY. Investors can now access detailed audited financial statements for Celgene for the years 2017 and 2018, as well as unaudited financials for the nine months ended September 30, 2019. This comprehensive financial data is crucial for understanding the financial health and performance of the acquired entity prior to the merger. Furthermore, the filing includes unaudited pro forma condensed combined financial information that illustrates the potential financial impact of the merger and the disposition of the OTEZLA® product line. This pro forma data, while not indicative of future results, is essential for BMY's investors to model the combined entity's potential financial position and earnings. The report also clarifies the maximum number of Contingent Value Rights (CVRs) that may be issued to former Celgene equity award holders, which is up to 55,906,849 CVRs.

Key Highlights

  • 1Bristol-Myers Squibb Company (BMY) has filed an amendment to its Form 8-K to include crucial historical financial statements of Celgene Corporation, following the completion of their acquisition.
  • 2The filing provides audited consolidated financial statements for Celgene for the years ended December 31, 2017, 2018, and financial statements for the three-year period ended December 31, 2018.
  • 3Unaudited condensed consolidated financial statements for Celgene for the nine-month period ended September 30, 2019, are also included, offering a more recent financial snapshot.
  • 4The report presents unaudited pro forma condensed combined financial information, giving effect to the Celgene acquisition and the divestiture of the OTEZLA® product line.
  • 5This pro forma information includes balance sheet data as of September 30, 2019, and statements of earnings for the year ended December 31, 2018, and the nine months ended September 30, 2019.
  • 6BMY has updated the disclosure regarding Contingent Value Rights (CVRs), stating up to 55,906,849 CVRs may be issued to former Celgene equity award holders.
  • 7The filing clarifies that the pro forma financial information is for informational purposes and does not represent actual historical results or project future performance of the combined company.

Frequently Asked Questions

The primary purpose of this amended 8-K filing is to provide investors with the historical financial statements of Celgene Corporation and pro forma combined financial information that were previously omitted from the initial 8-K report detailing the acquisition of Celgene.

Investors can now access audited consolidated financial statements for Celgene for the years ended December 31, 2017 and 2018, and the three-year period ending December 31, 2018. Additionally, unaudited condensed consolidated financial statements for Celgene for the nine-month period ended September 30, 2019, are provided.

The pro forma financial information presents a hypothetical combined financial picture of Bristol-Myers Squibb and Celgene, giving effect to the acquisition and the sale of the OTEZLA® product line. It's designed to show what the combined entity's financial statements might have looked like had the merger occurred earlier, but it is not actual historical or projected future performance.

Bristol-Myers Squibb has an obligation to deliver up to a maximum of 55,906,849 CVRs to former Celgene equity award holders in exchange for their outstanding equity awards, as stipulated by the merger agreement.