Market Overview

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

Share:

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 November 13, 2019, to 5:00 p.m., New York City time, on November 15, 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, October 8, 2019, October 18, 2019, October 30, 2019, November 1, 2019, November 5, 2019, November 7, 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 November 11, 2019, the principal amounts of Celgene Notes set forth in the table below had been validly tendered and not validly withdrawn:

   

Aggregate

Principal

Amount

Outstanding

 

Celgene Notes Tendered as of

5:00 p.m., New York City time,

on November 11, 2019

Title of Series  

CUSIP Number

    Principal
Amount
 

Percentage

2.875% Senior Notes due 2020

  151020AQ7  

$1,500,000,000

 

$1,051,332,000

 

70.09%

3.950% Senior Notes due 2020

  151020AE4  

$500,000,000

 

$435,801,000

 

87.16%

2.875% Senior Notes due 2021

  151020BC7  

$500,000,000

 

$430,752,000

 

86.15%

2.250% Senior Notes due 2021

  151020AV6  

$500,000,000

 

$448,595,000

 

89.72%

3.250% Senior Notes due 2022

  151020AH7  

$1,000,000,000

 

$827,132,000

 

82.71%

3.550% Senior Notes due 2022

  151020AR5  

$1,000,000,000

 

$879,220,000

 

87.92%

2.750% Senior Notes due 2023

  151020AX2  

$750,000,000

 

$621,730,000

 

82.90%

3.250% Senior Notes due 2023

  151020BA1  

$1,000,000,000

 

$907,054,000

 

90.71%

4.000% Senior Notes due 2023

  151020AJ3  

$700,000,000

 

$628,752,000

 

89.82%

3.625% Senior Notes due 2024

  151020AP9  

$1,000,000,000

 

$872,125,000

 

87.21%

3.875% Senior Notes due 2025

  151020AS3  

$2,500,000,000

 

$2,364,569,000

 

94.58%

3.450% Senior Notes due 2027

  151020AY0  

$1,000,000,000

 

$944,705,000

 

94.47%

3.900% Senior Notes due 2028

  151020BB9  

$1,500,000,000

 

$1,408,946,000

 

93.93%

5.700% Senior Notes due 2040

  151020AF1  

$250,000,000

 

$244,732,000

 

97.89%

5.250% Senior Notes due 2043

  151020AL8  

$400,000,000

 

$390,718,000

 

97.68%

4.625% Senior Notes due 2044

  151020AM6  

$1,000,000,000

 

$922,572,000

 

92.26%

5.000% Senior Notes due 2045

  151020AU8  

$2,000,000,000

 

$1,891,762,000

 

94.59%

4.350% Senior Notes due 2047

  151020AW4  

$1,250,000,000

 

$1,141,150,000

 

91.29%

4.550% Senior Notes due 2048

  151020AZ7  

$1,500,000,000

 

$1,343,744,000

 

89.58%

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, October 8, 2019, October 18, 2019, October 30, 2019, November 1, 2019, November 5, 2019, November 7, 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 statement dated April 17, 2019, as amended by the press releases dated May 1, 2019, May 24, 2019, June 28, 2019, September 23, 2019, October 8, 2019, October 18, 2019, October 30, 2019, November 1, 2019, November 5, 2019, November 7, 2019 and as amended hereby, and the related letter of transmittal and only to such persons and in such jurisdictions as are permitted under applicable law.

The Bristol-Myers Squibb Notes offered in the Exchange Offers have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Therefore, the Bristol-Myers Squibb Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, t

View Comments and Join the Discussion!
 
Don't Miss Any Updates!
News Directly in Your Inbox
Subscribe to:
Benzinga Premarket Activity
Get pre-market outlook, mid-day update and after-market roundup emails in your inbox.
Market in 5 Minutes
Everything you need to know about the market - quick & easy.
Daily Analyst Rating
A summary of each day’s top rating changes from sell-side analysts on the street.
Fintech Focus
A daily collection of all things fintech, interesting developments and market updates.
Thank You

Thank you for subscribing! If you have any questions feel free to call us at 1-877-440-ZING or email us at vipaccounts@benzinga.com