From Bristol-Myers Squibb:

Bristol-Myers Squibb Announces the Expiration of its Cash Tender Offer

Category: 

Financial News

Wednesday, May 27, 2015 8:00 am EDT

NEW YORK--(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million in aggregate principal amount of the notes subject to the tender offer were validly tendered and not validly withdrawn on or prior to 5 p.m., New York City time, on May 11, 2015, the early tender date for the tender offer, which amount exceeds the tender cap.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.

Principal Amount Accepted

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.