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Bristol-Myers Squibb Company Announces Extension of the Expiration Date for Exchange Offers for Celgene Corporation Notes

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Bristol-Myers Squibb Company (NYSE:BMY) ("Bristol-Myers Squibb") announced today the extension of the expiration date of the offers to exchange (the "Exchange Offers") notes (the "Celgene Notes") issued by Celgene Corporation (NASDAQ:CELG) ("Celgene") for up to $19,850,000,000 aggregate principal amount of new notes to be issued by Bristol-Myers Squibb Company (the "Bristol-Myers Squibb Notes") and cash and the related consent solicitations (the "Consent Solicitations") being made by Bristol-Myers Squibb on behalf of Celgene to adopt certain proposed amendments (the "Amendments") to the indentures governing the Celgene Notes. Bristol-Myers Squibb hereby extends such expiration date from 5:00 p.m., New York City time, on October 15, 2019, to 5:00 p.m., New York City time, on October 25, 2019 (as the same may be further extended, the "Expiration Date").

On the early participation date of May 1, 2019, requisite consents were received and supplemental indentures were executed, eliminating substantially all restrictive covenants and certain events of default and other provisions in each of the indentures governing the Celgene Notes. Such supplemental indentures will only become operative upon the settlement date of the Exchange Offers.

The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement dated April 17, 2019 and the related letter of transmittal hereby, each as amended by the press releases dated May 1, 2019, May 24, 2019, June 28, 2019, September 23, 2019 and as amended hereby, and are conditioned upon the closing of Bristol-Myers Squibb's acquisition of Celgene (the "Merger"), which condition may not be waived by Bristol-Myers Squibb, and certain other conditions that may be waived by Bristol-Myers Squibb.

The settlement date for the Exchange Offers is expected to occur promptly after the Expiration Date and on or about the closing date of the Merger. The closing of the Merger is expected to occur by the end of 2019. As a result, the Expiration Date may be further extended one or more times. Bristol-Myers Squibb will provide notice of any such extension in advance of the Expiration Date.

Except as described in this press release, all other terms of the Exchange Offers and Consent Solicitations remain unchanged.

As of 5:00 p.m., New York City time, on October 7, 2019, the principal amounts of Celgene Notes set forth in the table below had been validly tendered and not validly withdrawn:

Title of Series

 

CUSIP Number

 

Aggregate

Principal

Amount

Outstanding

 

Celgene Notes Tendered as of

5:00 p.m., New York City

time, on October 7, 2019

     

Principal

Amount

 

Percentage

2.875% Senior Notes due 2020

 

151020AQ7

 

$1,500,000,000

 

1,011,257,000

 

67.42%

3.950% Senior Notes due 2020

 

151020AE4

 

$ 500,000,000

 

429,934,000

 

85.99%

2.875% Senior Notes due 2021

 

151020BC7

 

$ 500,000,000

 

409,684,000

 

81.94%

2.250% Senior Notes due 2021

 

151020AV6

 

$ 500,000,000

 

436,466,000

 

87.29%

3.250% Senior Notes due 2022

 

151020AH7

 

$1,000,000,000

 

750,459,000

 

75.05%

3.550% Senior Notes due 2022

 

151020AR5

 

$1,000,000,000

 

869,652,000

 

86.97%

2.750% Senior Notes due 2023

 

151020AX2

 

$ 750,000,000

 

606,038,000

 

80.81%

3.250% Senior Notes due 2023

 

151020BA1

 

$1,000,000,000

 

867,981,000

 

86.80%

4.000% Senior Notes due 2023

 

151020AJ3

 

$ 700,000,000

 

616,138,000

 

88.02%

3.625% Senior Notes due 2024

 

151020AP9

 

$1,000,000,000

 

866,652,000

 

86.67%

3.875% Senior Notes due 2025

 

151020AS3

 

$2,500,000,000

 

2,323,954,000

 

92.96%

3.450% Senior Notes due 2027

 

151020AY0

 

$1,000,000,000

 

863,414,000

 

86.34%

3.900% Senior Notes due 2028

 

151020BB9

 

$1,500,000,000

 

1,337,444,000

 

89.16%

5.700% Senior Notes due 2040

 

151020AF1

 

$ 250,000,000

 

242,781,000

 

97.11%

5.250% Senior Notes due 2043

 

151020AL8

 

$ 400,000,000

 

390,223,000

 

97.56%

4.625% Senior Notes due 2044

 

151020AM6

 

$1,000,000,000

 

846,888,000

 

84.69%

5.000% Senior Notes due 2045

 

151020AU8

 

$2,000,000,000

 

1,864,725,000

 

93.24%

4.350% Senior Notes due 2047

 

151020AW4

 

$1,250,000,000

 

1,061,668,000

 

84.93%

4.550% Senior Notes due 2048

 

151020AZ7

 

$1,500,000,000

 

1,317,876,000

 

87.86%

Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to eligible holders of Celgene Notes who complete and return an eligibility form confirming that they are either a "qualified institutional buyer" under Rule 144A or not a "U.S. person" and outside the United States under Regulation S for purposes of applicable securities laws. Except as amended by the press releases dated May 1, 2019, May 24, 2019, June 28, 2019, September 23, 2019 and as amended hereby, the complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the confidential offering memorandum and consent solicitation statement dated April 17, 2019 and the related letter of transmittal, copies of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (866) 470 3900 (U.S. toll-free) or (212) 430 3774 (banks and brokers). The eligibility form is available electronically at: https://gbsc-usa.com/eligibility/bristol-myers.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the confidential offering memorandum and consent solicitation s

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