Bristol-Myers Squibb Announces the Expiration of its Cash Tender Offer
May 27 2015 - 8:00AM
Business Wire
Bristol-Myers Squibb Company (NYSE:BMY) announced today the
expiration, as of 11:59 p.m., New York City time, on May 26, 2015,
of its previously announced cash tender offer for up to $500
million aggregate principal amount of certain of its outstanding
debt securities.
Approximately $534.4 million in aggregate principal amount of
the notes subject to the tender offer were validly tendered and not
validly withdrawn on or prior to 5 p.m., New York City time, on May
11, 2015, the early tender date for the tender offer, which amount
exceeds the tender cap. Bristol-Myers Squibb accepted for purchase
the aggregate principal amount of the notes listed in the table
below and purchased such notes on May 13, 2015. Holders of notes
subject to the tender offer who validly tendered and did not
validly withdraw their notes on or prior to the early tender date
received the total consideration for notes accepted for purchase by
Bristol-Myers Squibb, which included an early tender premium of $30
per $1,000 principal amount of notes tendered by such holders and
accepted for purchase by Bristol-Myers Squibb, plus accrued and
unpaid interest on the principal amount of such notes up to, but
not including, the initial settlement date.
Title of Security CUSIP No.
PrincipalAmountAccepted
6.125% Notes due
May 1, 2038
110122AQ1 $202,307,000
5.875% Notes due
November 15, 2036
110122AP3 $221,422,000
6.80%
Debentures due
November 15, 2026
110122AB4
$73,647,000
7.15%
Debentures due
June 15, 2023
110122AA6 $2,618,000
Since holders of notes subject to the tender offer validly
tendered and did not validly withdraw an aggregate principal amount
of notes in excess of the tender cap on or prior to the early
tender date, Bristol-Myers Squibb did not accept for purchase any
additional tenders of notes made after the early settlement date.
The tender offer was conducted upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 28,
2015, and the related Letter of Transmittal, as amended by
Bristol-Myers Squibb’s press release on May 12, 2015.
Goldman, Sachs & Co. and Morgan Stanley & Co. LLC served
as dealer managers for the tender offer, and D.F. King & Co.,
Inc. served as tender agent and information agent for the tender
offer.
This press release is not a tender offer to purchase or a
solicitation of acceptance of a tender offer, which was made only
pursuant to the terms of the Offer to Purchase, as amended by
Bristol-Myers Squibb’s press release on May 12, 2015. In any
jurisdiction where the laws require the tender offer to be made by
a licensed broker or dealer, the tender offer was 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.
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.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20150527005121/en/
Bristol-Myers SquibbMedia:Ken Dominski,
609-252-5251ken.dominski@bms.comorLaura Hortas,
609-252-4587laura.hortas@bms.comorInvestors:Ranya Dajani,
609-252-5330ranya.dajani@bms.comorBill Szablewski,
609-252-5894william.szablewski@bms.com
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