Form DFAN14A BRISTOL MYERS SQUIBB CO Filed by: Starboard Value LP

March 19, 2019 4:58 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

 

(Amendment No. )

 

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Filed by a Party other than the Registrant ☒

 

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Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Under Rule 14a-12

  

BRISTOL-MYERS SQUIBB COMPANY

(Name of Registrant as Specified in Its Charter)

 

STARBOARD VALUE LP

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

STARBOARD VALUE AND OPPORTUNITY S LLC

STARBOARD VALUE AND OPPORTUNITY C LP

STARBOARD VALUE R LP

STARBOARD VALUE L LP

STARBOARD VALUE R GP LLC

STARBOARD LEADERS VICTOR LLC

STARBOARD LEADERS FUND LP

STARBOARD VALUE A LP

STARBOARD VALUE A GP LLC

STARBOARD VALUE GP LLC

STARBOARD PRINCIPAL CO LP

STARBOARD PRINCIPAL CO GP LLC

JEFFREY C. SMITH

PETER A. FELD

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

 

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Starboard Value LP, together with the other participants named herein (collectively, "Starboard"), has filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission to be used to solicit votes against the issuance of shares of Common Stock, $0.10 par value per share, of Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), pursuant to the proposed merger with Celgene Corporation at the special meeting of stockholders of the Company.

Item 1: On March 19, 2019, Starboard issued the following press release:

Starboard Issues Investor Presentation Opposing Bristol-Myers SQUIBB'S Ill-Advised Proposed Acquisition of Celgene

 

Mails Definitive Proxy Materials and a BLUE Proxy Card for Shareholders to Vote AGAINST the Proposed Transaction at the Upcoming Special Meeting

 

Believes the Proposed Merger with Celgene is Not in the Best Interests of Bristol-Myers Shareholders and Urges All Shareholders to Reject the Proposed Transaction

 

NEW YORK, NY - March 19, 2019 /PRNewswire/ -- Starboard Value LP (together with its affiliates, “Starboard”), a stockholder of Bristol-Myers Squibb Company (“Bristol-Myers” or the “Company”)(NYSE: BMY), today announced that it has issued an investor presentation opposing the Company’s proposed merger with Celgene Corporation (the “Merger”), which it believes is ill-advised and not in the best interests of Bristol-Myers shareholders. Starboard also announced today that it has mailed definitive proxy materials and a BLUE proxy card in connection with the Company’s Special Meeting of Shareholders scheduled to take place on April 12, 2019, at which Bristol-Myers shareholders will vote on the issuance of shares of Bristol-Myers common stock pursuant to the Merger.

 

The investor presentation and definitive proxy materials are available for viewing at www.shareholdersforbristol.com. 

About Starboard Value LP

Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

 

Investor contacts:

Peter Feld, (212) 201-4878

Gavin Molinelli, (212) 201-4828

www.starboardvalue.com

 

Okapi Partners

Bruce H. Goldfarb/Patrick McHugh

(212) 297-0720

 

 

 

Item 2: On March 19, 2019, the following materials were posted by Starboard to www.shareholdersforbristol.com: 

 

 

 

 

 

 

 

 

 

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