SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2020
BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)
|
Delaware
|
001-01136
|
22-0790350
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
430 East 29th Street, 14th Floor
New York, NY, 10016
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (212) 546-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Name of each exchange on which registered
|
|
Common Stock, $0.10 Par Value
|
BMY
|
New York Stock Exchange
|
|
1.000% Notes due 2025
|
BMY25
|
New York Stock Exchange
|
|
1.750% Notes due 2035
|
BMY35
|
New York Stock Exchange
|
|
Bristol-Myers Squibb Contingent Value Rights
|
BMY RT
|
New York Stock Exchange
|
|
Celgene Contingent Value Rights
|
CELG RT
|
New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other
Events.
On November 20, 2019, Bristol-Myers Squibb Company (“Bristol Myers Squibb”) completed its acquisition of Celgene Corporation (“Celgene”) pursuant to the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 2, 2019, by and among Bristol Myers
Squibb, Burgundy Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Bristol Myers Squibb (“Merger Sub”), and Celgene. Under
the Merger Agreement, Merger Sub merged with and into Celgene with Celgene surviving as a direct wholly-owned subsidiary of Bristol Myers Squibb (the “Merger”).
To partially fund the Merger, on May 16, 2019, Bristol Myers Squibb completed the private offering and issuance of senior unsecured notes in a combined aggregate principal amount
of approximately $19 billion (“May Notes”). Also, in connection with the Merger, on November 22, 2019, Bristol Myers Squibb completed its offers to exchange (“Exchange Offers”) any and all outstanding notes issued by Celgene for up to approximately
$19.9 billion aggregate principal amount of new notes issued by Bristol Myers Squibb and cash. Upon settlement of the Exchange Offers, Bristol Myers Squibb issued senior unsecured notes in a combined aggregate principal amount of approximately
$18.5 billion (“November Notes” and, together with the May Notes, the “Notes”). The holders of the Notes have certain registration rights, pursuant to which Bristol
Myers Squibb expects to offer to exchange in registered exchange offers (the “Registered Exchange Offers”) the Notes for new notes (“Registered Notes”) in a like principal amount, like interest rate and maturity and like denomination as each series
of Notes, except that the Registered Notes will not contain the transfer restrictions applicable to the Notes.
In connection with the Registered Exchange Offers, Bristol Myers Squibb is filing this Current Report on Form 8-K in order to make available the unaudited pro
forma condensed combined financial information of Bristol Myers Squibb giving effect to the Merger and Celgene’s disposition of the OTEZLA® (apremilast) product line on the terms described therein (the “pro forma financial information”), which
includes the unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2019.
The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only. It does not purport to
represent the actual results of operations that Bristol Myers Squibb and Celgene would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results
of operations that the combined company may achieve after the consummation of the Merger.
Item 9.01. Financial
Statements and Exhibits.
| (b) |
Pro Forma Financial Information.
|
Unaudited pro forma condensed combined financial information of Bristol Myers Squibb giving effect to the Merger and Celgene’s disposition
of the OTEZLA® (apremilast) product line on the terms described therein, which includes the unaudited pro forma condensed combined statement of
earnings for the year ended December 31, 2019 and the notes related thereto, are filed herewith as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits
The following exhibits are included as part of this Current Report on Form 8-K:
|
|
|
|
|
Unaudited pro forma condensed combined financial information of Bristol Myers Squibb giving effect to the Merger and Celgene’s disposition of the
OTEZLA® (apremilast) product line on the terms described therein, which includes the unaudited pro forma condensed combined statement of
earnings for the year ended December 31, 2019 and the notes related thereto.
|
|
104
|
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
|
EXHIBIT INDEX
|
|
|
|
|
Unaudited pro forma condensed combined financial information of Bristol Myers Squibb giving effect to the Merger and Celgene’s disposition of the
OTEZLA® (apremilast) product line on the terms described therein, which includes the unaudited pro forma condensed combined statement of
earnings for the year ended December 31, 2019 and the notes related thereto.
|
|
104
|
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
| |
BRISTOL-MYERS SQUIBB COMPANY
|
| |
|
|
|
Dated: May 19, 2020
|
By:
|
/s/Katherine R. Kelly
|
| |
Name:
|
Katherine R. Kelly
|
| |
Title:
|
Corporate Secretary
|