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:

Exhibit No. Description


   99.1     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).


                                       1

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses