On November 15, 2019,
Bristol-Myers Squibb Company (“
Bristol-Myers Squibb”) issued a press release announcing that it has extended the expiration date of its previously announced (i) offers to exchange (the “Exchange Offers”) notes (the “Celgene Notes”) issued by Celgene Corporation (“Celgene”) for up to $19,850,000,000 aggregate principal amount of new notes issued by Bristol-Myers Squibb and cash and (ii) related solicitations of consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain amendments (the “Amendments”) that would eliminate substantially all restrictive covenants and certain events of default and other provisions in each of the indentures governing the Celgene Notes.
Bristol-Myers Squibb extended such expiration date from 5:00 p.m., New York City time, on November 15, 2019, to 5:00 p.m., New York City time, on November 20, 2019 (as the same may be further extended, the “Expiration Date”).
The Exchange Offers and Consent Solicitations were commenced in connection with Bristol-Myers Squibb’s planned acquisition of Celgene (the “Merger”) and are being made solely pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement dated April 17, 2019 and the related letter of transmittal, each as amended by the press releases dated May 1, 2019, May 24, 2019, June 28, 2019, September 23, 2019, October 8, 2019, October 18, 2019, October 30, 2019, November 1, 2019, November 5, 2019, November 7, 2019, November 12, 2019 and the attached press release, in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended. The Exchange Offers and Consent Solicitations are conditioned upon the closing of the Merger, which condition may not be waived by Bristol-Myers Squibb, and certain other conditions that may be waived by Bristol-Myers Squibb.
The settlement date of the Exchange Offers and Consent Solicitations is expected to occur promptly after the Expiration Date and on or about the closing date of the Merger. The closing of the Merger is expected to occur by the end of 2019 and, as a result, the Expiration Date may be further extended one or more times. Bristol-Myers Squibb will provide notice of any such extension in advance of the Expiration Date.
Supplemental indentures effecting the Amendments relating to the Celgene Notes were executed on May 1, 2019. Such supplemental indentures will only become operative upon the settlement date of the Exchange Offers.
