Bristol-Myers Squibb Company Announces It Expects No Further Extension of the Expiration Date for Exchange Offers for Celgene Corporation Notes
Bristol-Myers Squibb Company (NYSE:BMY) (“Bristol-Myers Squibb”) announced today that it currently expects there will be no further extension of the expiration date of the offers to exchange (the “Exchange Offers”) notes (the “Celgene Notes”) issued by Celgene Corporation (NASDAQ:CELG) (“Celgene”) for up to $19,850,000,000 aggregate principal amount of new notes to be issued by Bristol-Myers Squibb Company (the “Bristol-Myers Squibb Notes”) and cash and the related consent solicitations (the “Consent Solicitations”) being made by Bristol-Myers Squibb on behalf of Celgene to adopt certain proposed amendments (the “Amendments”) to the indentures governing the Celgene Notes. As previously announced, the Exchange Offers and Consent Solicitations are currently scheduled to expire at 5:00 p.m., New York City time, on November 20, 2019 (the “Expiration Date”).
The closing of the Merger is expected to occur on November 20, 2019. As a result, Bristol-Myers Squibb currently expects that there will be no further extension of the Expiration Date as it is anticipated that the Merger will be completed on the Expiration Date. The settlement date for the Exchange Offers is expected to occur on November 22, 2019.
On the early participation date of May 1, 2019, requisite consents were received and supplemental indentures were executed, eliminating substantially all restrictive covenants and certain events of default and other provisions in each of the indentures governing the Celgene Notes. Such supplemental indentures will become operative upon the settlement date of the Exchange Offers.
The Exchange Offers and Consent Solicitations are being made 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 hereby, 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 November 15, 2019, and are conditioned upon the closing of Bristol-Myers Squibb’s acquisition of Celgene (the “Merger”), which condition may not be waived by Bristol-Myers Squibb, and certain other conditions that may be waived by Bristol-Myers Squibb.