Bristol Myers Squibb and Celgene Issue Notices of Redemption and Partial Redemption of Certain of Their Senior Notes at “Make Whole” Prices

Bristol Myers Squibb and Celgene Issue Notices of Redemption and Partial Redemption of Certain of Their Senior Notes at “Make Whole” Prices




Bristol Myers Squibb and Celgene Issue Notices of Redemption and Partial Redemption of Certain of Their Senior Notes at “Make Whole” Prices

NEW YORK–(BUSINESS WIRE)–Bristol-Myers Squibb Company (NYSE:BMY) (“Bristol Myers Squibb”) issued a notice of redemption to The Bank of New York Mellon (successor to The Chase Manhattan Bank (National Association)), as trustee, to redeem (i) all of Bristol Myers Squibb’s 4.000% Notes due 2023 (CUSIP/ISIN Nos. 110122DA3/110122BL1/U11009AL8), originally issued on November 22, 2019, that remain outstanding after the early settlement of the previously announced tender offers (the “BMS 4.000% Notes”) and (ii) $42,250,000 principal amount of $932,101,000 principal amount of Bristol Myers Squibb’s outstanding 3.250% Notes due 2023 (CUSIP/ISIN Nos. 110122BK3/U11009AK0/110122CZ9), originally issued on November 22, 2019 (the “BMS 3.250% Notes” and, together with the BMS 4.000% Notes, the “BMS Notes”) at the applicable “make whole” redemption prices (the “BMS Redemption Prices”) to be calculated as set forth in the indenture, as supplemented, pursuant to which the BMS Notes were issued, plus accrued and unpaid interest to, but excluding, the redemption date of March 24, 2021 with respect to the BMS 4.000% Notes (the “4.000% Redemption Date”) and the redemption date of March 9, 2021 with respect to the BMS 3.250% Notes (the “3.250% Redemption Date”; the 4.000% Redemption Date with the 3.250% Redemption Date, the “Redemption Dates”), as applicable.

On February 22, 2021, Bristol Myers Squibb’s wholly-owned subsidiary Celgene Corporation (“Celgene”) also issued a notice of redemption to The Bank of New York Mellon Trust Company, N.A., as trustee, (together, with The Bank of New York Mellon, the “Trustees”), to redeem (i) all of Celgene’s 4.000% Notes due 2023 (CUSIP No. 151020AJ3), originally issued on August 6, 2013, that remain outstanding after the early settlement of the previously announced tender offers (the “Celgene 4.000% Notes”) and (ii) all of Celgene’s 3.250% Notes due 2023 (CUSIP No. 151020BA1), originally issued on February 20, 2018 (the “Celgene 3.250% Notes” and, together with the Celgene 4.000% Notes, the “Celgene Notes”; the BMS Notes with the Celgene Notes, the “Notes”) at the applicable “make whole” redemption prices (the “Celgene Redemption Prices” and, together with the BMS Redemption Prices, the “Redemption Prices”) to be calculated as set forth in the indentures pursuant to which the Celgene Notes were issued, plus accrued and unpaid interest to, but excluding, the 4.000% Redemption Date with respect to the Celgene 4.000% Notes and the 3.250% Redemption Date with respect to the Celgene 3.250 % Notes.

Payment of the applicable Redemption Prices will be made on or after the applicable Redemption Dates only upon presentation and surrender of the Notes to the Trustees, and the Trustees will determine which portions of the Notes will be redeemed. On the applicable Redemption Date, the applicable Redemption Prices will become due and payable on the relevant Notes and, unless Bristol Myers Squibb or Celgene, as the case may be, defaults in the payment of such Redemption Prices, interest on such Notes will cease to accrue on and after the applicable Redemption Date. Bristol Myers Squibb and Celgene will use cash on hand to finance the redemption of the Notes at the Redemption Prices. Following the early settlement of the previously announced tender offers and the settlement of the “make whole” redemptions described above, Bristol Myers Squibb will have purchased approximately $4.0 billion in aggregate purchase price for its debt securities as previously disclosed.

This announcement is neither an offer to sell nor a solicitation to buy any security and shall not constitute an offer, solicitation, or sale in any jurisdiction in which an offer, solicitation, or sale would be unlawful. The details concerning the terms and conditions of the redemptions are fully described in the notices of redemption distributed to registered holders of the Notes. Beneficial holders with any questions about the redemptions should contact their respective brokerage firm or financial institution. This announcement does not form part of the notices of redemption or otherwise constitute a notice of redemption with respect to either the BMS Notes or the Celgene Notes and is qualified in its entirety by reference to the notices of redemption issued by Bristol Myers Squibb and Celgene concerning the Notes.

This communication is not being made by, and has not been approved by, an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA)”. Accordingly, this communication is not being distributed to, and must not be passed on to, persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply.

In particular, this communication is only addressed to and directed at: (A) in any Member State of the European Economic Area, qualified investors in that Member State within the meaning of the Prospectus Regulation and (B) (i) persons that are outside the United Kingdom or (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)) or within Article 43 of the Financial Promotion Order, or to other persons to whom it may otherwise lawfully be communicated under the Financial Promotion Order.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements regarding, among other things, statements relating to goals, plans and projections regarding Bristol Myers Squibb’s financial position, results of operations, market position, product development and business strategy. These statements may be identified by the fact they use words such as “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance, although not all forward-looking statements contain such terms. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements are likely to relate to, among other things, Bristol Myers Squibb’s ability to execute successfully its strategic plans, including its business development strategy generally and in relation to its ability to realize the projected benefits of the acquisitions of Celgene and MyoKardia, Inc. (“MyoKardia”), the full extent of the impact of the coronavirus disease (“COVID-19”) pandemic on its operations and the development and commercialization of its products, potential laws and regulations to lower drug costs, market actions taken by private and government payers to manage drug utilization and contain costs, the expiration of patents or data protection on certain products, including assumptions about its ability to retain patent exclusivity of certain products and the impact and the result of governmental investigations. No forward-looking statement can be guaranteed, including that any future clinical studies will support the data described in documents incorporated by reference in the Offer to Purchase, product candidates will receive necessary clinical and manufacturing regulatory approvals, pipeline products will prove to be commercially successful, clinical and manufacturing regulatory approvals will be sought or obtained within currently expected timeframes or contractual milestones will be achieved.

Such forward-looking statements are based on historical performance and current expectations and projections about Bristol Myers Squibb’s future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, that are difficult to predict, may be beyond Bristol Myers Squibb’s control and could cause its future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. Such risks, uncertainties and other matters include, but are not limited to, risks relating to various risks related to public health outbreaks, epidemics and pandemics, including the impact of the COVID-19 pandemic on Bristol Myers Squibb’s operations and that it cannot reasonably assess or predict at this time the full extent of the adverse effect that the COVID-19 pandemic will have on its business, financial condition, results of operations and cash flows; increasing pricing pressures from market access, pharmaceutical pricing controls and discounting, changes to tax and importation laws and other restrictions in the United States, the European Union and other regions around the world that result in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse; challenges inherent in new product development, including obtaining and maintaining regulatory approval; Bristol Myers Squibb’s ability to obtain and protect market exclusivity rights and enforce patents and other intellectual property rights; the possibility of difficulties and delays in product introduction and commercialization; the risk of certain novel approaches to disease treatment (such as CAR T therapy); industry competition from other manufacturers; potential difficulties, delays and disruptions in manufacturing, distribution or sale of products, including without limitation, interruptions caused by damage to Bristol Myers Squibbs’ and its suppliers’ manufacturing sites; integrating Bristol Myers Squibb’s and Celgene’s business and operations, including with respect to human capital management, portfolio rationalization, finance and accounting systems, sales operations and product distribution, pricing systems and methodologies, data security systems, compliance programs and internal controls processes; Bristol Myers Squibb’s ability to realize the anticipated benefits from the acquisition of Celgene; the risk of an adverse patent litigation decision or settlement and exposure to other litigation and/or regulatory actions; the impact of any healthcare reform and legislation or regulatory action in the United States and international markets; changes in tax law and regulations; the failure of Bristol Myers Squibb’s suppliers, vendors, outsourcing partners, alliance partners and other third parties to meet their contractual, regulatory and other obligations; Bristol Myers Squibb’s regulatory decisions impacting labeling, manufacturing processes and/or other matters; the impact on its competitive position from counterfeit or unregistered versions of its products or stolen products; the adverse impact of cyber-attacks on its information systems or products, including unauthorized disclosure of trade secrets or other confidential data stored in its information systems and networks; its ability to execute its financial, strategic and operational plans; Bristol Myers Squibb’s ability to identify potential strategic acquisitions, licensing opportunities or other beneficial transactions; Bristol Myers Squibb’s dependency on several key products; any decline in its future royalty streams; Bristol Myers Squibb’s ability to effectively manage acquisitions, divestitures, alliances and other portfolio actions and to successfully realize the expected benefits of such actions; Bristol Myers Squibb’s ability to attract and retain key personnel; the impact of its significant additional indebtedness that it incurred in connection with the acquisition of Celgene and the acquisition of MyoKardia and its issuance of additional shares in connection with the acquisition of Celgene on its ability to operate the combined company; political and financial instability of international economies and sovereign risk; interest rate and currency exchange rate fluctuations, credit and foreign exchange risk management; the exclusive forum provision in its by-laws for certain lawsuits could limit its stockholders’ ability to obtain a judicial forum that it finds favorable for such lawsuits; and issuance of new or revised accounting standards.

Forward-looking statements in this press release should be evaluated together with the many risks and uncertainties that affect Bristol Myers Squibb’s business and market, particularly those identified in the cautionary statement and risk factors discussion in Bristol Myers Squibb’s Annual Report on Form 10-K for the year ended December 31, 2020, as updated by its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The forward-looking statements included in this document are made only as of the date of this document and except as otherwise required by applicable law, Bristol Myers Squibb undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise.

About Bristol Myers Squibb

Bristol Myers Squibb is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. For more information about Bristol Myers Squibb, visit us at BMS.com or follow us on LinkedIn, Twitter, YouTube, Facebook, and Instagram.

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