UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934
(Amendment No. )
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
| BRISTOL-MYERS SQUIBB COMPANY |
(Name of Registrant as Specified in Its Charter) |
STARBOARD VALUE LP STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP STARBOARD VALUE AND OPPORTUNITY S LLC STARBOARD VALUE AND OPPORTUNITY C LP STARBOARD VALUE R LP STARBOARD VALUE L LP STARBOARD VALUE R GP LLC STARBOARD LEADERS VICTOR LLC STARBOARD LEADERS FUND LP STARBOARD VALUE A LP STARBOARD VALUE A GP LLC STARBOARD VALUE GP LLC STARBOARD PRINCIPAL CO LP STARBOARD PRINCIPAL CO GP LLC JEFFREY C. SMITH PETER A. FELD |
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Starboard Value LP, together with the other participants named herein (collectively, "Starboard"), has filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission to be used to solicit votes against the issuance of shares of Common Stock, $0.10 par value per share, of Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), pursuant to the proposed merger with Celgene Corporation at the special meeting of stockholders of the Company.
Item 1: On March 28, 2019, Starboard issued the following press release and delivered a letter to shareholders of the Company, a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference:
Starboard MAILS LETTER TO ALL BRISTOL-MYERS sQUIBB SHAREHOLDERS
Starboard Asks Shareholders to NOT Allow Bristol-Myers to Bet the Company on a Highly-Risky and Likely Value-Destructive Acquisition
Believes Bristol-Myers Standalone Is a Safe Investment with a Reliable Dividend
Asks Shareholders to NOT Allow Bristol-Myers to Incur Substantial Debt to Buy Celgene’s Risky Pipeline
Believes the Proposed Acquisition of Celgene Is Not in the Best Interests of Bristol-Myers Shareholders and Urges All Shareholders to Vote AGAINST the Proposed Transaction
NEW YORK, NY - March 28, 2019 /PRNewswire/ -- Starboard Value LP (together with its affiliates, “Starboard”), a shareholder of Bristol-Myers Squibb Company (“Bristol-Myers” or the “Company”) (NYSE:BMY), today announced that it has mailed a letter to Bristol-Myers shareholders regarding the Company’s proposed merger with Celgene Corporation (the “Merger”), which it believes is ill-advised and not in the best interests of Bristol-Myers shareholders.
The letter is available for viewing at https://shareholdersforbristol.com/wp-content/uploads/2019/03/Letter-to-BMY-Shareholders-03.28.19.pdf
About Starboard Value LP
Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.
Investor contacts:
Peter Feld, (212) 201-4878
Gavin Molinelli, (212) 201-4828
www.starboardvalue.com
Okapi Partners
Bruce H. Goldfarb/Patrick McHugh
(212) 297-0720
Item 2: On March 28, 2019, the following material was posted by Starboard to www.shareholdersforbristol.com:
