EX-99.1 5 dex991.htm FORM OF LETTER OF TRANSMITTAL (BOOK-ENTRY) Form of Letter of Transmittal (Book-Entry)

Exhibit 99.1

 

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This Letter of Transmittal relates to the Prospectus dated November 16, 2009 of Bristol-Myers Squibb Company (“BMS”), a Delaware corporation, and constitutes BMS’

offer to exchange up to 170,000,000 shares of class A common stock of Mead Johnson Nutrition Company (“MJN”), a Delaware corporation, for outstanding shares of

BMS’ common stock that are validly tendered and not properly withdrawn in the exchange offer (the “Exchange Offer”).

I/we the undersigned, surrender to you for tendering the share(s) identified. I/we certify that I/we have complied with all requirements as stated in the instructions. I/we have the full

power and authority to tender, sell, assign and transfer the tendered shares (and any and all other shares of BMS’ common stock or other securities issued or issuable in respect

of such shares). When the same are accepted for exchange, BMS will acquire good and unencumbered title to such shares, free and clear of all liens, restrictions, charges and

encumbrances and not subject to any adverse claims. I/we own the shares being tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of

1934, as amended.

Please complete the back if you would like to transfer ownership or request special mailing.

A

Signature of Stockholder Date Daytime Telephone #

Signature of Stockholder Date Daytime Telephone #

X

X

Signature: This form must be signed by the registered holder(s) exactly as their name(s) appears on the certificate(

s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith.

LETTER OF TRANSMITTAL FOR THE EXCHANGE OFFER FOR BRISTOL-MYERS SQUIBB COMPANY COMMON STOCK

PLEASE CERTIFY YOUR TAXPAYER IDENTIFICATION NUMBER (TIN) BY COMPLETING THE

INFORMATION IN BOX NUMBER E ON THE REVERSE SIDE.

Investor ID Number

B Tender All

C Partial

Tender

WHOLE SHARES

PLACE AN IN ONE X TENDER BOX ONLY

D Odd Lot Preference

DO NOT DETACH–FOLD ONLY AND INSERT IN PROVIDED ENVELOPE

THIS EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON

DECEMBER 14, 2009 (THE “EXPIRATION DATE”) UNLESS EXTENDED. SHARES TENDERED PURSUANT TO THIS

EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

BOOK SHARES


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FSpecial Transfer Instructions and Signature Guarantee Medallion

Name (Please Print First, Middle & Last Name)

Address (Number and Street)

(City, State & Zip Code)

(Tax Identification or Social Security Number)

(Title of Officer Signing this Guarantee)

(Name of Guarantor—Please Print)

(Address of Guarantor Firm)

GSpecial Mailing Instructions

Name (Please Print First, Middle & Last Name)

Address (Number and Street)

(City, State & Zip Code)

To be completed ONLY if shares of MJN common stock and a check for cash in lieu of fractional

shares of MJN common stock payable in the Exchange Offer, if applicable, are to be credited in

the name of someone other than the registered holder listed on the front side of this Letter of

Transmittal. See Instruction 8 of the Instruction Booklet.

To be completed ONLY if shares of MJN common stock and a check for cash in lieu of

fractional shares of MJN common stock payable in the Exchange Offer, if applicable, are to

be sent to someone other than the registered holder listed on the front side of this Letter of

Transmittal at an address other than that listed on the front side of this Letter of Transmittal.

See Instruction 8 of the Instruction Booklet.

Mail check(s) to:

PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION

NUMBER (“TIN”) IN THE BOX AT THE RIGHT AND

CERTIFY BY SIGNING AND DATING BELOW

Under penalties of perjury. I certify

that:

1. The number shown on this form is

my correct taxpayer identification

number (or I am waiting for a

number to be issued to me), and

2. I am not subject to backup

withholding because: (a) I am

exempt from backup withholding,

or (b) I have not been

notified by the Internal Revenue

Service (IRS) that I am subject to

backup withholding as a result of a

failure to report all interest or

dividends, or (c) the IRS has

notified me that I am no longer

subject to backup withholding, and

3. I am a U.S. citizen or other U.S.

person (including a U.S.

resident alien).

SUBSTITUTE FORM W-9 – Department of the Treasury,

Internal Revenue Service

Payer’s Request for Taxpayer Identification Number (TIN)

E

Signature             Date             

Individual/Sole proprietor

PartnershCorporation ip

Other             

Please check appropriate box:

Limited liability company

D=disregarded entity

Corporation Partnership

Enter the tax classification

FILL IN the space below.

EXEMPT PAYEE

INSTRUCTIONS FOR COMPLETING THE STOCK TRANSMITTAL FORM

A Sign, date and include your daytime telephone number in this Letter of Transmittal in Box 1 and after completing all other applicable sections return this

form and your stock certificates in the enclosed envelope.

B If you are tendering all your shares, please check this box only.

C If you are tendering some of your shares, please check this box and indicate the number of shares you wish to tender.

D If you are an owner of less than 100 shares of BMS common stock and are tendering all your shares, check this box.

E PLEASE SIGN IN BOX 5 TO CERTIFY YOUR TAXPAYER IDENTIFICATION NUMBER if you are a U.S. person. If the Taxpayer Identification Number is

incorrect or blank, write the corrected number in Box 5 and sign to certify. Please note that BNY Mellon Shareowner Services may withhold 28% of

payments of cash in lieu of fractional shares of MJN common stock as required by the IRS if you fail to provide a correct Taxpayer Identification Number or

the proper certification. If you are a non—U.S. person, please complete and return Form W-8BEN (or other appropriate form) to avoid backup withholding

on payments of cash in lieu of fractional shares of MJN common stock. Withholding will not apply to any shares of MJN common stock payable in the

Exchange Offer.

F If you want your shares of MJN common stock and check for cash to be issued in another name, fill in Box 6. Signature(s) in Box 6 must be medallion

guaranteed.

G Complete Box 7 only if your shares of MJN common stock and check for cash are to be delivered to a person other than the registered holder or to a

different address.

HOW TO CONTACT THE INFORMATION AGENT FOR THE EXCHANGE:

By Mail: By Telephone:

Georgeson Inc.

199 Water Street, 26th Floor 1-800-868-1359 (toll-free within the United States)

New York, NY 10038 (212) 806-6859 (outside the United States)

WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS

By Mail: By Overnight Courier or By Hand:

BNY Mellon Shareowner Services BNY Mellon Shareowner Services

P.O. Box 3321 Attn: Corporate Action Dept.

Attn: Corporate Action Dept. 480 Washington Boulevard

South Hackensack, NJ 07606 South Hackensack, NJ 07606

DO NOT DETACH–FOLD ONLY AND INSERT IN PROVIDED ENVELOPE