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withdrawn on or prior to 5 p.m., New York City time, on May 11, 2015,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.
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Title of Security
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CUSIP No.
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Principal Amount Accepted
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6.125% Notes due
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May 1, 2038
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110122AQ1
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$202,307,000
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5.875% Notes due
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November 15, 2036
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110122AP3
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$221,422,000
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6.80%
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Debentures due
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November 15, 2026
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110122AB4
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$73,647,000
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7.15%
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Debentures due
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June 15, 2023
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110122AA6
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$2,618,000
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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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