On February 22, 2021 Bristol-Myers Squibb Company (NYSE:BMY) ("Bristol Myers Squibb") reported 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 (Press release, Bristol-Myers Squibb, FEB 22, 2021, View Source [SID1234575416]). 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.

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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.