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).
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