On March 2, 2022 Bristol-Myers Squibb Company (NYSE: BMY) ("Bristol Myers Squibb"), with its wholly-owned subsidiary Celgene Corporation ("Celgene") (collectively, the "Offerors"), reported the early participation results, as of 5:00 p.m. (New York City time) on March 1, 2022 (the "Early Tender Deadline"), of the previously announced 22 separate offers to purchase for cash notes issued by the Offerors listed in the tables below (Press release, Bristol-Myers Squibb, MAR 2, 2022, View Source [SID1234609332]). The Offerors also announced that they are increasing the maximum aggregate purchase price of Notes they will accept for purchase from the previously announced amount of up to an aggregate principal amount that would not result in a maximum aggregate purchase price of more than $4,000,000,000 to an amount more fully described herein, and that they are increasing certain of the Pool Maximums (as defined in the Offer to Purchase) in connection therewith (collectively, the "Amended Maximum Acceptance Amounts"). All other terms and conditions of the tender offers as previously announced in the Offer to Purchase, as amended and supplemented hereby, remain unchanged.
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The outstanding debt securities listed in (i) the first table below labeled "2025 Pool" are referred to collectively as the "2025 Pool Notes," (ii) the second table below labeled "2026 Pool" are referred to collectively as the "2026 Pool Notes," (iii) the third table below labeled "2027 Pool" are referred to collectively as the "2027 Pool Notes," (iv) the fourth table below labeled "2029 Pool" are referred to collectively as the "2029 Pool Notes," and (v) the fifth table below labeled "High Coupon Pool" are referred to collectively as the "High Coupon Pool Notes." The High Coupon Pool Notes, the 2025 Pool Notes, the 2026 Pool Notes, the 2027 Pool Notes and the 2029 Pool Notes are referred to collectively as the "Notes," and each series of Notes is referred to as a "series." We refer to each offer to purchase a series of Notes for cash as an "Offer," the offers to purchase the 2025 Pool Notes collectively as the "2025 Pool Offers," the offers to purchase the 2026 Pool Notes collectively as the "2026 Pool Offers," the offers to purchase the 2027 Pool Notes collectively as the "2027 Pool Offers," the offers to purchase the 2029 Pool Notes collectively as the "2029 Pool Offers," the offers to purchase the High Coupon Pool Notes collectively as the "High Coupon Pool Offers," and all the offers to purchase Notes are referred to collectively as the "Offers."
The Offerors’ obligations to accept Notes tendered in the Offers are subject to the terms and conditions described in the Offer to Purchase dated February 15, 2022 (as it may be amended or supplemented from time to time, the "Offer to Purchase") which sets forth a detailed description of the Offers, including:
(a) the Acceptance Priority Procedures (as defined in the Offer to Purchase), and (b) the following Amended Maximum Acceptance Amounts:
all of the 2025 Pool Notes tendered as of the Early Tender Deadline, hereby amending the $500 million maximum aggregate purchase price of the 2025 Pool Notes validly tendered in the 2025 Pool Offers previously disclosed in the Offer to Purchase;
$500 million maximum aggregate principal amount of the 2026 Pool Notes, hereby amending the $500 million maximum aggregate purchase price of the 2026 Pool Notes validly tendered in the 2026 Pool Offers previously disclosed in the Offer to Purchase;
all of the 2027 Pool Notes tendered as of the Early Tender Deadline, hereby amending the $500 million maximum aggregate purchase price of the 2027 Pool Notes validly tendered in the 2027 Pool Offers previously disclosed in the Offer to Purchase;
$1.6 billion maximum aggregate principal amount of the 2029 Pool Notes, hereby amending the $1.25 billion maximum aggregate purchase price of the 2029 Pool Notes validly tendered in the 2029 Pool Offers previously disclosed in the Offer to Purchase; and
$1.5 billion maximum aggregate principal amount of the High Coupon Pool Notes, hereby amending the $1.25 billion maximum aggregate purchase price of the High Coupon Pool Notes validly tendered in the High Coupon Pool Offers previously disclosed in the Offer to Purchase.
The Offerors were advised by Global Bondholder Services Corporation, as the tender agent and information agent, that as of the Early Tender Deadline, the aggregate principal amounts of the Notes specified in the tables below were validly tendered and not validly withdrawn:
* Denotes a series of Notes for which the Total Consideration, the Tender Consideration and the Offer Yield (each as defined in the Offer to Purchase) will be determined taking into account the par call date, instead of the maturity date, of the Notes of such series in accordance with standard market practice.
The withdrawal rights for the Offers expired at 5:00 p.m. (New York City time) on March 1, 2022. All conditions of the Offers were deemed satisfied or waived by the Offerors by the Early Tender Deadline. The Offerors have elected to exercise their Early Settlement Right (as defined in the Offer to Purchase). The Early Settlement Date (as defined in the Offer to Purchase) will occur on March 4, 2022. Because the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline met or exceeded the Amended Maximum Acceptance Amounts, the Offerors do not expect to accept for purchase any Notes tendered after the Early Tender Deadline. The Offers will each expire at 11:59 p.m. (New York City time) on March 15, 2022, unless extended or earlier terminated by the Offerors.
Promptly after 9:00 a.m. (New York City time) on March 2, 2021 (the "Price Determination Date"), the Offerors will issue a press release specifying, among other things, (i) the aggregate principal amount of Notes accepted in each Offer, (ii) the offer yield, which is the applicable yield to maturity based on the price of the applicable Reference U.S. Treasury Security for that series as of the Price Determination Date plus the applicable fixed spread (as specified in the Offer to Purchase) (the "Offer Yield"), and (iii) the proration factor (if any) applied to such validly tendered Notes. All Holders of Notes (each, a "Holder" and collectively, "Holders") whose Notes are accepted in an Offer will receive a cash payment equal to accrued and unpaid interest on such Notes to, but not including, the relevant Settlement Date (as defined in the Offer to Purchase) (the "Accrued Coupon Payment") in addition to their Total Consideration or Tender Consideration, as applicable. For the avoidance of doubt, interest will cease to accrue on the relevant Settlement Date for all Notes accepted in the Offers. Under no circumstances will any interest be payable to Holders because of any delay on the part of Global Bondholder Services Corporation, as the tender agent and information agent, The Depository Trust Company or any other party in the transmission of funds to Holders. See the Offer to Purchase for additional information.
All Notes accepted in the Offers will be cancelled and retired and will no longer remain outstanding obligations of the relevant Offeror. Following the Price Determination Date, the Offerors may elect to redeem all or a portion of Bristol Myers Squibb’s 3.875% Notes due 2025 or 3.200% Notes due 2026 or Celgene’s 3.875% Notes due 2025 that are not tendered and accepted in the Offers in accordance with the terms of the optional redemption provisions in the indentures governing such Notes.
The Offerors have retained Deutsche Bank Securities Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC as dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect) or BofA Securities, Inc. at (888) 292-0070 (toll-free) or (980) 683-3215 (collect) or Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 902-5962 (collect). Global Bondholder Services Corporation is acting as the tender agent and the information agent for the Offers (the "Tender and Information Agent").
Offer and Distribution Restrictions
This announcement is for informational purposes only. This announcement is not an offer to sell or purchase, a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to any of Notes described herein. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Offerors by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
United Kingdom
The Offer to Purchase is only addressed to Holders where they would (if they were clients of the Offerors) be per se professional clients or per se eligible counterparties of the Offerors within the meaning of the rules of the Financial Conduct Authority (" FCA "). Neither the Offer to Purchase nor any other related documents or materials are addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on them. Recipients of the Offer to Purchase and any other documents or materials relating to the Offer should note that the Offerors is acting on its own account in relation to the Tender Offer and will not be responsible to any other person for providing the protections which would be afforded to clients of the Offerors or for providing advice in relation to the Offer.
This announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offer are not being made and such documents have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to persons outside the United Kingdom and to those persons in the United Kingdom falling within the definition of investment professionals (as defined by Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (" Financial Promotion Order ")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom they may otherwise lawfully be communicated under the Financial Promotion Order and should not be relied on or acted on in the United Kingdom by any other persons.
EEA
In the EEA, this announcement and the Tender Offer will not, directly or indirectly, be made to, or for the account of, any person other than to qualified investors within the meaning of Article 2(e) of the Prospectus Regulation. Neither this announcement nor the Offer to Purchase, nor any other documentation or material relating to the Tender Offer, has been or will be submitted to a competent authority in the EEA for approval. Therefore, neither the Offer to Purchase nor any other documentation or material relating to the Tender Offer qualifies as an approved prospectus as meant in Article 6 of the Prospectus Regulation.
Accordingly, in the EEA, the Tender Offer may not be made by way of an "offer of securities to the public" within the meaning of Article 2(d) of the Prospectus Regulation and the Offer may not be promoted and is not being made to, any person in the EEA (with the exception of "qualified investors" within the meaning of Article 2(e) in conjunction with Article 1(4)(a) of the Prospectus Regulation). This announcement, the Offer to Purchase and any other documentation or materials relating to the Tender Offer (including memoranda, information circulars, brochures or similar documents) have not been forwarded or made available to, and are not being forwarded or made available to, directly or indirectly, any such person.
With regard to the EEA, this announcement and the Offer to Purchase have been transmitted only for personal use by the aforementioned qualified investors and only for the purpose of the Tender Offer. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or be transmitted to any other person in the EEA.