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Bristol-Myers Squibb Announces Cash Tender Offer For Any and All of Certain of Its Outstanding Debt Securities

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Wednesday, June 14th 2017 at 12:40pm UTC

NEW YORK–(BUSINESS WIRE)– Bristol-Myers
Squibb Company
(NYSE:BMY) announced today that it has commenced a
cash tender offer for any and all of its 5.875% Notes due 2036, 6.125%
Notes due 2038 and 6.875% Debentures due 2097 (collectively, the
“notes”).

The tender offer is being made pursuant to an Offer to Purchase dated
today and a related Letter of Transmittal and Notice of Guaranteed
Delivery, which set forth the terms and conditions of the tender offer.
The expiration date of the tender offer is 5:00 p.m., New York City
time, on June 20, 2017, unless extended or earlier terminated.

Holders of notes must validly tender and not validly withdraw their
notes before the expiration date, or comply with the guaranteed delivery
procedures described in the Offer to Purchase, to be eligible to receive
the consideration (as described below). Tendered notes may only be
withdrawn prior to 5:00 p.m., New York City time, on June 20, 2017.

The table below sets forth certain information regarding the notes and
the tender offer.

Title of Security  

CUSIP No.

 

Principal
Amount
Outstanding

 

Reference
U.S.
Treasury
Security

 

Bloomberg
Reference
Page

 

Fixed
Spread

 

Hypothetical
Consideration(1)(2)

5.875% Notes due
November 15, 2036

110122AP3

$403,364,000

3.000% due
February 15, 2047

PX1

80 bps

$1,304.66
6.125% Notes due
May 1, 2038

110122AQ1

$277,594,000

3.000% due
February 15, 2047

PX1

90 bps

$1,338.65
6.875% Debentures due
August 1, 2097

110122AC2

$260,042,000

3.000% due
February 15, 2047

PX1

187.5 bps

$1,439.50

(1)   Per $1,000 tendered and not validly withdrawn.
(2) Based on the applicable Reference U.S. Treasury Security at 2:00
p.m., New York City time, on June 13, 2017.
 

Tenders of 5.875% Notes and 6.125% Notes will be accepted only in
principal amounts equal to $2,000 or integral multiples of $1,000
thereof. Tenders of 6.875% Debentures will be accepted only in principal
amounts equal to $1,000 or integral multiples thereof. The tender offer
is not conditioned upon any minimum amount of notes being tendered.

The 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 manager (identified below) for the tender offer at 2:00
p.m., New York City time, on June 20, 2017. Accrued and unpaid interest
up to, but excluding, the settlement date will be paid in cash on all
validly tendered notes accepted and purchased by Bristol-Myers Squibb in
the tender offer. The settlement date is currently expected to occur on
June 23, 2017.

Bristol-Myers Squibb has retained Deutsche Bank Securities Inc. to serve
as dealer manager 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 (800) 334-0384, by email at bmy@dfking.com
or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005.
Questions regarding the tender offer may be directed to Deutsche Bank
Securities Inc. at (866) 627-0391 (toll free) or (212) 250-2955
(collect). Copies of the Offer to Purchase, Letter of Transmittal and
Notice of Guaranteed Delivery are also available at the following web
address: www.dfking.com/bmy.

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
Deutsche Bank Securities Inc., 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 about
Bristol-Myers Squibb, visit us at BMS.com or
follow us on LinkedInTwitter,
YouTube
and Facebook.

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, 2016, 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.

Contacts

Bristol-Myers Squibb
Media:
Ken Dominski, 609-252-5251
ken.dominski@bms.com
or
Laura
Hortas, 609-252-4587
laura.hortas@bms.com
or
Investors:
Tim
Power, 609-252-7509
timothy.power@bms.com
or
Bill
Szablewski, 609-252-5894
william.szablewski@bms.com

Source: Bristol-Myers Squibb Company

Cet article Bristol-Myers Squibb Announces Cash Tender Offer For Any and All of
Certain of Its Outstanding Debt Securities
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