NEW YORK–(BUSINESS WIRE)–$BMY–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 September 30, 2019, to 5:00 p.m., New York City time, on October 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 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 September 20, 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 September 20, 2019 |
|
|
Principal Amount |
Percentage |
|||
|
2.875% Senior Notes due 2020 |
151020AQ7 |
$1,500,000,000 |
987,762,000 |
65.85% |
|
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 |
409,254,000 |
81.85% |
|
2.250% Senior Notes due 2021 |
151020AV6 |
$ 500,000,000 |
445,461,000 |
89.09% |
|
3.250% Senior Notes due 2022 |
151020AH7 |
$1,000,000,000 |
750,059,000 |
75.01% |
|
3.550% Senior Notes due 2022 |
151020AR5 |
$1,000,000,000 |
823,192,000 |
82.32% |
|
2.750% Senior Notes due 2023 |
151020AX2 |
$ 750,000,000 |
606,878,000 |
80.92% |
|
3.250% Senior Notes due 2023 |
151020BA1 |
$1,000,000,000 |
865,190,000 |
86.52% |
|
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 |
861,009,000 |
86.10% |
|
3.875% Senior Notes due 2025 |
151020AS3 |
$2,500,000,000 |
2,317,539,000 |
92.70% |
|
3.450% Senior Notes due 2027 |
151020AY0 |
$1,000,000,000 |
861,905,000 |
86.19% |
|
3.900% Senior Notes due 2028 |
151020BB9 |
$1,500,000,000 |
1,340,091,000 |
89.34% |
|
5.700% Senior Notes due 2040 |
151020AF1 |
$ 250,000,000 |
242,751,000 |
97.10% |
|
5.250% Senior Notes due 2043 |
151020AL8 |
$ 400,000,000 |
391,203,000 |
97.80% |
|
4.625% Senior Notes due 2044 |
151020AM6 |
$1,000,000,000 |
849,238,000 |
84.92% |
|
5.000% Senior Notes due 2045 |
151020AU8 |
$2,000,000,000 |
1,872,506,000 |
93.63% |
|
4.350% Senior Notes due 2047 |
151020AW4 |
$1,250,000,000 |
1,061,688,000 |
84.94% |
|
4.550% Senior Notes due 2048 |
151020AZ7 |
$1,500,000,000 |
1,308,611,000 |
87.24% |
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 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.