On February 18, 2021 Bristol-Myers Squibb Company (NYSE:BMY) ("Bristol Myers Squibb"), with its wholly-owned subsidiary Celgene Corporation ("Celgene") (collectively, the "Offerors"), reported the early participation results, as of 5:00 p.m. (New York City time) on February 18, 2021 (the "Early Tender Deadline"), of the previously announced 20 separate offers to purchase for cash notes issued by the Offerors listed in the tables below for up to an aggregate purchase price of up to $4.0 billion (Press release, Bristol-Myers Squibb, FEB 18, 2021, View Source [SID1234575306]).
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
The Offerors were advised by Global Bondholder Services Corporation, as the tender agent and information agent, that as of the Early Tender Deadline, the aggregate principal amounts of the Notes (as defined below) specified in the tables below were validly tendered and not validly withdrawn
* Denotes a series of Notes for which the Total Consideration, the Tender Consideration, and the Offer Yield (each as defined in the Offer to Purchase) will be determined taking into account the par call date, instead of the maturity date, of the Notes of such series in accordance with standard market practice.
The outstanding debt securities listed in (i) the first table above labeled "2023 Pool" are referred to collectively as the "2023 Pool Notes," (ii) the second table above labeled "2024 Pool" are referred to collectively as the "2024 Pool Notes," (iii) the third table above labeled "2025 Pool" are referred to collectively as the "2025 Pool Notes," and (iv) the fourth table above labeled "High Coupon Pool" are referred to collectively as the "High Coupon Pool Notes." The High Coupon Pool Notes, the 2023 Pool Notes, the 2024 Pool Notes and the 2025 Pool Notes are referred to collectively as the "Notes," and each series of Notes is referred to as a "series." We refer to each offer to purchase a series of Notes for cash as an "Offer," the offers to purchase the 2023 Pool Notes collectively as the "2023 Pool Offers," the offers to purchase the 2024 Pool Notes collectively as the "2024 Pool Offers," the offers to purchase the 2025 Pool Notes collectively as the "2025 Pool Offers," the offers to purchase the High Coupon Pool Notes collectively as the "High Coupon Pool Offers," and all the offers to purchase Notes are referred to collectively as the "Offers."
The Offerors’ obligations to accept Notes tendered in the Offers are subject to the terms and conditions described in the Offer to Purchase dated February 4, 2021 (as it may be amended or supplemented from time to time, the "Offer to Purchase") which sets forth a detailed description of the Offers, including (i) the Acceptance Priority Procedures (as defined in the Offer to Purchase")), (ii) a $950 million maximum aggregate purchase price of the 2023 Pool Notes validly tendered in the 2023 Pool Offers, excluding the applicable Accrued Coupon Payments (as defined below) (the "2023 Pool Maximum"), (iii) a $1.5 billion maximum aggregate purchase price of the 2024 Pool Notes validly tendered in the 2024 Pool Offers, excluding the applicable Accrued Coupon Payments (the "2024 Pool Maximum"), (iv) a $650 million maximum aggregate purchase price of the 2025 Pool Notes validly tendered in the 2025 Pool Offers, excluding the applicable Accrued Coupon Payments (the "2025 Pool Maximum"), and (v) a $900 million maximum aggregate purchase price of the High Coupon Pool Notes validly tendered in the High Coupon Pool Offers, excluding the applicable Accrued Coupon Payments (the "High Coupon Pool Maximum").
The withdrawal rights for the Offers expired at 5:00 p.m. (New York City time) on February 18, 2021. All conditions of the Offers were deemed satisfied or waived by the Offerors by the Early Tender Deadline. The Offerors have elected to exercise their Early Settlement Right (as defined in the Offer to Purchase). The Early Settlement Date (as defined in the Offer to Purchase) will occur on February 23, 2021. The Offers will each expire at 11:59 p.m. (New York City time) on March 4, 2021, unless extended or earlier terminated by the Offerors.
Promptly after 11:00 a.m. (New York City time) on February 19, 2021 (the "Price Determination Date"), the Offerors will issue a press release specifying, among other things, (i) the aggregate principal amount of Notes accepted in each Offer, (ii) the offer yield, which is the applicable yield to maturity based on the price of the applicable Reference U.S. Treasury Security for that series as of the Price Determination Date plus the applicable fixed spread (as specified in the Offer to Purchase) (the "Offer Yield"), and (iii) the proration factor (if any) applied to such validly tendered Notes. All Holders of Notes (each, a "Holder" and collectively, "Holders") whose Notes are accepted in an Offer will receive a cash payment equal to accrued and unpaid interest on such Notes to, but not including, the relevant Settlement Date (as defined in the Offer to Purchase) (the "Accrued Coupon Payment") in addition to their Total Consideration or Tender Consideration, as applicable. For the avoidance of doubt, interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers. Under no circumstances will any interest be payable to Holders because of any delay on the part of Global Bondholder Services Corporation, as the tender agent and information agent, The Depository Trust Company or any other party in the transmission of funds to Holders. See the Offer to Purchase for additional information.
All Notes accepted in the Offers will be cancelled and retired and will no longer remain outstanding obligations of the relevant Offeror. Following the Price Determination Date, the Offerors may elect to redeem all of Bristol Myers Squibb’s 4.000% Notes due 2023 or Celgene’s 4.000% Notes due 2023 that are not tendered and accepted in the Offers in accordance with the terms of the optional redemption provisions in the indentures governing such Notes.
The Offerors have retained Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC as dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect) or Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect). Global Bondholder Services Corporation is acting as the tender agent and the information agent for the Offers (the "Tender and Information Agent").
This announcement is for informational purposes only. This announcement is not an offer to sell or purchase, a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to any of Notes described herein. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Offerors by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This communication is not being made by, and has not been approved by, an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA)". Accordingly, this communication is not being distributed to, and must not be passed on to, persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply.
Accordingly, this communication is only addressed to and directed at (i) persons that are outside the United Kingdom or (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or within Article 43 of the Financial Promotion Order, or to other persons to whom it may otherwise lawfully be communicated under the Financial Promotion Order, all such persons together being referred to as "Relevant Persons". Any investment or investment activity to which this communication relates is available only to and will be engaged in only with Relevant Persons, and any person who is not a Relevant Person should not rely on it.
In the European Economic Area, this communication is only directed at qualified investors as defined in Article 2 of Regulation (EU) 2017/1129.