Form 8-K BRISTOL MYERS SQUIBB CO For: May 01
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2019
BRISTOL-MYERS
SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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1-1136
(Commission File Number)
430 East 29th Street, 14th Floor
New York, NY, 10016
(Address of Principal Executive Office)
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22-0790350
(IRS Employer Identification Number)
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Registrant’s telephone number, including area code: (212) 546-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD Disclosure.
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In connection with the proposed Offering described in Item 8.01 below, Bristol-Myers Squibb Company (the “Company”) is disclosing the section captioned “Sources and Uses of Funds and Pro Forma Capitalization” excerpted from the confidential offering memorandum dated May 1, 2019 relating to the Offering, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Further, the information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities thereof, nor shall it be incorporated by reference into future filings by the Company under the
Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing. Additionally, the submission of the information set forth in this Item 7.01 is not deemed an admission as to the
materiality of any information in this this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.
| Item 8.01 |
Other Events.
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On May 1, 2019, the Company issued a press release announcing its intention to commence, subject to market and other conditions, an offering of senior
unsecured notes in a private offering (the “Offering”) that is exempt from, or not subject to, registration under the Securities Act of 1933, as amended.
The Offering is being conducted in connection with the previously announced proposed acquisition (the “Merger”) of Celgene Corporation (“Celgene”). The
Company expects to use the net proceeds from the Offering to fund a portion of the aggregate cash portion of the merger consideration to be paid to Celgene shareholders in connection with the Merger and to pay related fees and expenses, with any
remaining proceeds being used for general corporate purposes.
A copy of the press release issued by the Company is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein in its entirety.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
The following exhibits are included as part of this Current Report
on Form 8-K:
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Exhibit
No.
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Description
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99.1
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Certain supplemental information regarding the Offering
excerpted from Bristol-Myers Squibb Company’s confidential offering
memorandum, dated May 1, 2019.
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99.2
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Press release of Bristol-Myers Squibb Company, dated May 1,
2019.
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EXHIBIT INDEX
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Exhibit
No.
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Description
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Certain supplemental information regarding the Offering
excerpted from Bristol-Myers Squibb Company’s confidential offering
memorandum, dated May 1, 2019.
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Press release of Bristol-Myers Squibb Company, dated May 1,
2019.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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BRISTOL-MYERS SQUIBB COMPANY
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Dated: May 1, 2019
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By:
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/s/ Katherine R. Kelly
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Name:
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Katherine R. Kelly
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Title:
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Corporate Secretary
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Exhibit 99.1
SOURCES AND USES OF FUNDS AND PRO FORMA CAPITALIZATION
The table below sets forth the estimated sources and uses of funds in connection with certain transactions in connection with the Merger,
assuming they occurred on March 31, 2019 and based on estimated amounts outstanding on that date. The actual amounts are subject to adjustments and may differ from the estimated amounts shown below depending on several factors, including, among
others, the share price of our common stock, the number of shares of Celgene common stock and other Celgene equity awards outstanding on the closing date of the Merger, accrued interest on our indebtedness subsequent to March 31, 2019, changes made
to the sources of the contemplated financings and differences from our estimated fees and expenses. The table below does not include the CVRs that we intend to issue in connection with the Merger as part of the consideration thereof at an exchange
ratio of one CVR for each share of Celgene common stock. If the Merger is consummated, each CVR holder will be entitled to receive a one-time potential payment of $9.00 per CVR if the U.S. Food and Drug Administration approves three Celgene products
for a specified set of indications; the CVR payment will only be paid if all three products are approved in the appropriate time and we expect to pay it with ongoing cash flow. You should read the following together with the information included
under the captions “Summary—The Merger,” “Capitalization” and “Description of Other Indebtedness” included elsewhere in this offering memorandum and the unaudited pro forma combined
financial information and prospective financial information incorporated by reference into this offering memorandum.
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Sources
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Amount
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Uses
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Amount
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(Amounts in billions)
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Available cash(1)
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$
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12
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Acquisition consideration(5)
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$
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72
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New debt(1)(2)
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29
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Celgene debt(3)
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20
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Celgene debt(3)
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20
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Accelerated share repurchase(6)
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5
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New Bristol-Myers Squibb equity(4)
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36
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Other(7)
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1
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Total Sources
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$
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98
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Total Uses
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$
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98
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| (1) |
The aggregate cash portion of the merger consideration to be paid to Celgene shareholders in connection with the Merger is calculated based on a share price of $50.00 per
share of Celgene common stock, of which there were 704.8 million shares outstanding as of March 31, 2019.
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| (2) |
Includes proceeds from borrowings under the Merger Term Loan, the proceeds from this offering (without giving effect to the initial purchasers’ discounts and estimated
offering expenses and fees), and proceeds from issuances of our commercial paper.
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| (3) |
The Celgene debt is the subject of the Exchange Offers. See “Summary—The Exchange Offer and Consent
Solicitation.”
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Calculated based on (i) the assumption that each share of Celgene common stock will be exchanged for one share of common stock of the combined company as a result of the
Merger; (ii) the number of outstanding shares of Celgene common stock as of March 31, 2019, of which there were 704.8 million shares; (iii) the number of shares of Celgene common stock issuable under outstanding Celgene equity awards as
of March 31, 2019; and (iv) the stock price of the Company’s shares of common stock as of March 31, 2019, which was $47.71 per share.
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| (5) |
Calculated based on (i) the assumption that each share of Celgene common stock will be exchanged for $50.00 of cash and one share of common stock of the combined company; and
(ii) the stock price of the Company’s shares of common stock as of March 31, 2019, which was $47.71 per share.
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| (6) |
The accelerated share repurchase is subject to approval by the board of directors of the Company.
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| (7) |
Represents our estimated fees and expenses associated with the Merger, including financing fees, advisor and professional fees, transaction fees and other transaction costs.
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The following table sets forth certain metrics relating to our capitalization as of March 31, 2019 on a pro forma as adjusted basis to
give effect to this offering and the Merger and the related transactions as if they had occurred on such date. You should read the data set forth in the table below in conjunction with “Use of Proceeds” and our consolidated financial statements and
related notes and the unaudited pro forma condensed combined financial statements incorporated by reference in this offering memorandum. The pro forma as adjusted information set forth below may not reflect our cash, debt and capitalization in the
future.
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As of March 31, 2019
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(Amounts in billions)
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Other Financial Data:
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Bristol-Myers Squibb and Celgene Debt
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$
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26
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New Debt Issued
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$
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29
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Total Debt
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$
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55
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Exhibit 99.2
Bristol-Myers Squibb Company Announces Launch of Private Offering of Senior Unsecured Notes
NEW YORK, May 1, 2019 - Bristol-Myers Squibb Company (NYSE: BMY)
(“Bristol-Myers Squibb”) today announced that, subject to market and other conditions, it intends to commence a private offering (the “Offering”) to sell senior unsecured notes (the “Notes”).
The Offering is being conducted in connection with the previously announced proposed acquisition (the “Merger”) of Celgene Corporation (“Celgene”).
Bristol-Myers Squibb expects to use the net proceeds from the Offering to fund a portion of the aggregate cash portion of the merger consideration to be paid to Celgene shareholders in connection with the Merger and to pay related fees and
expenses, with any remaining proceeds being used for general corporate purposes.
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of
any other jurisdiction, and may not be offered or sold in the United States, or for the benefit of U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and applicable state securities or blue sky laws. Accordingly, the Notes are being offered in the United States only to persons reasonably believed to be “qualified institutional buyers,” as that term is defined under Rule 144A of the
Securities Act, or outside the United States to persons other than “U.S. persons” in accordance with Regulation S under the Securities Act.
A confidential offering memorandum for the Offering of the Notes, dated as of today, will be made available to such eligible persons. The Offering is being
conducted in accordance with the terms and subject to the conditions set forth in such confidential offering memorandum.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, the Notes or any other security. No
offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
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.
Cautionary Notes on Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these forward-looking statements by the fact that 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. These statements are likely to relate to, among other things, statements about Bristol-Myer Squibb’s intention to conduct the Offering, the expected timing of
completion of the Offering and the intended use of proceeds from the proposed Offering, the consummation of the Merger, projections as to the anticipated benefits thereof, and
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.
Important risk factors could cause actual future results and other future events to differ materially from those currently estimated by management,
including, but not limited to, the risks that: the completion of the Merger may not occur on the anticipated terms and timing or at all; a condition to the closing of the Merger may not be satisfied; the combined company will have substantial
indebtedness following the completion of the Merger; Bristol-Myers Squibb is unable to achieve the synergies and value creation contemplated by the Merger; Bristol-Myers Squibb is unable to promptly and effectively integrate Celgene’s businesses;
management’s time and attention is diverted on transaction related issues; disruption from the transaction makes it more difficult to maintain business, contractual and operational relationships; the credit ratings of the combined company decline
following the Merger; legal proceedings are instituted against Bristol-Myers Squibb, Celgene or the combined company; Bristol-Myers Squibb, Celgene or the combined company is unable to retain key personnel; and the announcement or the consummation
of the Merger has a negative effect on the market price of the capital stock of Bristol-Myers Squibb and Celgene or on Bristol-Myers Squibb’s and Celgene’s operating results.
Additional information concerning these risks, uncertainties and assumptions can be found in Bristol-Myers Squibb’s and Celgene’s respective filings with
the Securities and Exchange Commission (the “SEC”), including the risk factors discussed in Bristol-Myers Squibb’s and Celgene’s most recent Annual Reports on Form 10-K, as updated by their Quarterly Reports on Form 10-Q and future filings with the
SEC. Except as otherwise required by law, 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
Media:
Carrie L. Fernandez
609-252-5222
Investors:
Tim Power
609-252-7509