8-KOther EventsExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (May 19, 2020)

Filed May 19, 2020For Securities:BMYCELG-RIBMYMP

Summary

Bristol Myers Squibb (BMY) filed an 8-K on May 19, 2020, to provide investors with unaudited pro forma condensed combined financial information. This information reflects the impact of the significant acquisition of Celgene Corporation, completed in November 2019, and the subsequent disposition of Celgene's OTEZLA® (apremilast) product line. The filing is primarily to support upcoming registered exchange offers for notes issued to partially fund the Celgene acquisition. The pro forma financial statements, specifically the condensed combined statement of earnings for the year ended December 31, 2019, are presented for informational purposes. They do not represent actual historical results but rather an illustration of what the combined company's earnings might have looked like had the merger and asset sale occurred at an earlier point. Investors should view this as a supplemental disclosure to understand the potential financial scale and structure post-acquisition.

Key Highlights

  • 1BMY is providing pro forma financial information reflecting the acquisition of Celgene and the divestiture of OTEZLA®.
  • 2The filing is related to upcoming registered exchange offers for notes issued to partially finance the Celgene acquisition.
  • 3The Celgene acquisition was completed in November 2019.
  • 4Approximately $19 billion in senior unsecured notes were issued in May 2019, and $18.5 billion in November 2019 to fund the merger.
  • 5The pro forma financial information includes the combined statement of earnings for the year ended December 31, 2019.
  • 6This pro forma data is for informational purposes and does not represent actual historical or projected future results.
  • 7The OTEZLA® product line was divested as part of the Celgene acquisition terms.

Frequently Asked Questions

The main purpose is to provide investors with unaudited pro forma condensed combined financial information that reflects the impact of Bristol Myers Squibb's acquisition of Celgene and the disposition of OTEZLA®. This information is primarily being filed to support forthcoming registered exchange offers related to the financing of the Celgene acquisition.

Pro forma financial information presents hypothetical financial statements that give effect to significant events, such as mergers or acquisitions, as if they had occurred at an earlier date. In this case, it shows what Bristol Myers Squibb's financial results for 2019 might have looked like if the Celgene acquisition and OTEZLA® divestiture had been completed earlier. It is not actual historical performance.

The acquisition was partially financed through the issuance of significant amounts of senior unsecured notes. Bristol Myers Squibb issued approximately $19 billion in 'May Notes' in May 2019 and approximately $18.5 billion in 'November Notes' in November 2019, following the exchange offers related to Celgene's outstanding notes.

OTEZLA® (apremilast) was divested by Celgene as part of the terms and conditions agreed upon to secure regulatory approval for the acquisition of Celgene by Bristol Myers Squibb.