8-KOther Events

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (Aug 20, 2020)

Filed August 20, 2020For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) has filed an 8-K report detailing the resolution of a stockholder lawsuit related to its 2019 acquisition of Celgene. The lawsuit, captioned Landers v. Caforio, et al., alleged that BMY's directors breached their fiduciary duties by failing to provide all necessary material information to stockholders for an informed decision on the stock issuance related to the Celgene merger. To address these claims, BMY made supplemental disclosures in an April 4, 2019, 8-K filing. As a result of these supplemental disclosures, the plaintiff voluntarily dismissed her claims with prejudice. However, the Delaware Court of Chancery retained jurisdiction to consider an application for attorneys' fees and expenses from the plaintiff's counsel. BMY has agreed to pay $150,000 to plaintiff's counsel to settle these fees and expenses, resolving this particular legal matter stemming from the significant Celgene acquisition.

Key Highlights

  • 1BMY has resolved a stockholder lawsuit concerning its 2019 acquisition of Celgene.
  • 2The lawsuit alleged breaches of fiduciary duty by BMY directors regarding disclosures for the stock issuance related to the Celgene merger.
  • 3BMY made supplemental disclosures via an 8-K filing on April 4, 2019, to address the lawsuit's claims.
  • 4The plaintiff voluntarily dismissed her claims with prejudice following the supplemental disclosures.
  • 5BMY has agreed to pay $150,000 in attorneys' fees and expenses to the plaintiff's counsel.
  • 6The Delaware Court of Chancery retained jurisdiction to adjudicate the attorneys' fees and expenses claim.
  • 7This filing provides closure on a legal matter related to a major strategic transaction.

Frequently Asked Questions

The lawsuit, Landers v. Caforio, et al., alleged that Bristol-Myers Squibb's directors breached their fiduciary duties by failing to disclose all material information necessary for stockholders to make an informed decision regarding the stock issuance associated with the Celgene acquisition.

Bristol-Myers Squibb provided supplemental disclosures concerning the Celgene transaction in a Form 8-K filed on April 4, 2019. This action aimed to moot the plaintiff's claims. Following these disclosures, the plaintiff voluntarily dismissed her claims with prejudice.

While the plaintiff's claims have been dismissed, Bristol-Myers Squibb has agreed to pay $150,000 to the plaintiff's counsel for attorneys' fees and expenses. The Delaware Court of Chancery retained jurisdiction solely to adjudicate this payment, which resolves the fee and expense claim in this specific action.

No, the lawsuit was related to the disclosures made during the approval process for the stock issuance component of the Celgene acquisition. The acquisition itself was completed, and this filing indicates the resolution of a specific legal challenge concerning the disclosure process, with a relatively minor settlement amount for legal fees.