Announcement today that it has commenced a cash tender offer for up to $400 million aggregate principal amount (the “tender cap”) of specified series of its outstanding debt. Pursuant to the tender offer, Bristol-Myers Squibb is offering to purchase, under certain conditions and subject to certain limitations, its 6.125% Notes due 2038, 5.875% Notes due 2036, 6.80% Debentures due 2026 and 7.15% Debentures due 2023 (collectively, the “notes”).
The early tender date is 5:00 p.m., New York City time, on May 11, 2015, unless extended. The expiration date of the tender offer is 11:59 p.m., New York City time, on May 26, 2015, unless extended or earlier terminated. The terms, conditions and limitations of the tender offer are described in the Offer to Purchase dated today.
Holders of notes must validly tender and not validly withdraw their notes before the early tender date to be eligible to receive the total consideration (as described below). Tendered notes may only be withdrawn prior to 5:00 p.m., New York City time, on May 11, 2015. Notes tendered after the withdrawal date and before the expiration date may not be withdrawn.
The table below sets forth certain information regarding the notes and the tender offer. Subject to the tender cap, tendered notes will be accepted in the order of the acceptance priority levels set forth in the table above. Bristol-Myers Squibb reserves the right, but is not obligated, to increase the tender cap. Tenders of 6.125% Notes and 5.875% Notes will be accepted only in principal amounts equal to $2,000 or integral multiples of $1,000 thereof. Tenders of 6.80% Debentures and 7.15% Debentures will be accepted only in principal amounts equal to $1,000 or integral multiples thereof.
The total consideration for each $1,000 principal amount of notes tendered and accepted for payment by Bristol-Myers Squibb pursuant to the tender offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified in the table above for each series of the notes over the yield based on the bid-side price of the U.S. Treasury Security specified in the table above, as calculated by the dealer managers (identified below) for the tender offer at 2:00 p.m., New York City time, on May 12, 2015. Holders of notes who validly tender their notes after the early tender date will, if such notes are accepted by Bristol-Myers Squibb, receive the tender consideration, which is equal to the total consideration minus $30 per $1,000 principal amount of notes tendered by such holders and accepted for purchase by Bristol-Myers Squibb. Accrued and unpaid interest up to, but excluding, the applicable settlement date will be paid in cash on all validly tendered notes accepted and purchased by Bristol-Myers Squibb in the tender offer.
Bristol-Myers Squibb reserves the right, but is under no obligation, at any point following the early tender date and before the expiration date of the tender offer, to accept for purchase any validly tendered notes at or prior to the early tender date. The initial settlement date will be determined at Bristol-Myers Squibb’s option and is currently expected to occur on May 13, 2015. Regardless of whether Bristol-Myers Squibb chooses to exercise its option to have an initial settlement date, Bristol-Myers Squibb will purchase any remaining notes that have been validly tendered by the expiration date of the tender offer and accepted for purchase, subject to the tender cap and the application of the acceptance priority levels, one business day promptly following the expiration date of the tender offer.
All notes validly tendered and not validly withdrawn before the early tender date having a higher acceptance priority level will be accepted before any tendered notes having a lower acceptance priority level, and all notes validly tendered after the early tender date having a higher acceptance priority level will be accepted before any notes tendered after the early tender date having a lower acceptance priority level. However, notes validly tendered and not validly withdrawn on or before the early tender date will be accepted for purchase in priority to other notes tendered after the early tender date even if such notes tendered after the early tender date have a higher acceptance priority level than notes tendered prior to the early tender date.
Notes accepted for purchase in accordance with the terms and conditions of the tender offer may be subject to proration (rounded down to avoid the purchase of notes in a principal amount other than in integral multiples of $1,000), so that Bristol-Myers Squibb will only accept for purchase notes in an aggregate principal amount up to the tender cap. If purchasing all of the tendered notes of a series of notes of an applicable acceptance priority level on any settlement date would cause the tender cap to be exceeded, the amount of that series of notes purchased on that settlement date will be prorated based on the aggregate principal amount of that series of notes tendered in respect of that settlement date such that the tender cap will not be exceeded. Furthermore, if the tender offer is fully subscribed as of the early tender date, holders who validly tender notes after the early tender date will not have their notes accepted for payment.
Bristol-Myers Squibb has retained Goldman, Sachs & Co. and Morgan Stanley & Co. LLC to serve as dealer managers for the tender offer and has retained D.F. King & Co., Inc. to serve as tender agent and information agent for the tender offer.
Requests for documents relating to the tender offer may be directed to D.F. King & Co., Inc. by telephone at (877) 732-3617, by email at firstname.lastname@example.org or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005. Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at (800) 828-3182 or to Morgan Stanley & Co. LLC at (800) 624-1808.
This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of Bristol-Myers Squibb by Goldman, Sachs & Co. or Morgan Stanley & Co. LLC, or one or more registered brokers or dealers under the laws of such jurisdiction.
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, please visit www.bms.com or follow us on Twitter at http://twitter.com/bmsnews.
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 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can identify these forward-looking statements by the fact they use words such as “should,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe” and others words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, the Company’s goals, plans and projections regarding its financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products and the outcome of contingencies such as legal proceedings, and financial results, which are based on current expectations that involve inherent risks and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years. Such events and factors include, but are not limited to, those listed under “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2014, that the Company believes could cause actual results to differ materially from any forward-looking statement. Bristol-Myers Squibb undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.