Bristol Myers Squibb : Proxy Statment - Contested Solicitations (definitive)

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

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• ☒ 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

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

March 15, 2019

Dear Fellow Bristol-Myers Squibb Company Stockholders:

The attached proxy statement and the enclosed BLUE proxy card are being furnished to you, the stockholders of Bristol-Myers Squibb Company, a Delaware corporation ("Bristol-Myers" or the "Company"), in connection with the solicitation of proxies by Starboard Value and Opportunity Master Fund Ltd (together with its affiliates, "Starboard" or "we") to oppose the merger of Celgene Corporation ("Celgene") with a wholly-owned subsidiary of Bristol-Myers (the "Merger") at the special meeting of stockholders of Bristol-Myers to be held on April 12, 2019 (including any adjournments or postponements thereof, the "Special Meeting").

Pursuant to the terms of the merger agreement entered into by Bristol-Myers and Celgene on January 2, 2019 (the "Merger Agreement"), if the Merger is completed, Celgene stockholders immediately prior to the completion of the Merger will be entitled to receive $50.00 in cash, one share of Bristol-Myers Squibb common stock and one contingent value right (each, a "CVR") for each share of Celgene common stock held by them. The value of the consideration to be received by Celgene stockholders will fluctuate with changes in the price of the shares of Bristol-Myers common stock.

In order for the Merger to be completed and such merger consideration to be paid to Celgene stockholders, (i) Bristol-Myers stockholders must approve the issuance of shares of Bristol-Myers common stock in the Merger at the Special Meeting and (ii) Celgene stockholders must adopt the Merger Agreement at a separate special meeting of the stockholders of Celgene, also scheduled to be held on April 12, 2019.

We believe the Merger is ill-advised and not in the best interest of Bristol-Myers stockholders. Accordingly, pursuant to the attached proxy statement, we are soliciting proxies from holders of shares of Bristol-Myers stock to vote AGAINST the proposal being submitted at the Special Meeting for stockholders to approve the issuance of shares of Bristol-Myers common stock in connection with the Merger.

The Special Meeting is scheduled to be held on April 12, 2019 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, at 10:00 a.m., Eastern Time.

We urge you to carefully consider the information contained in the attached proxy statement and then support our efforts by signing, dating and returning the enclosed BLUE proxy card today. The attached proxy statement and the enclosed BLUE proxy card are first being furnished to the stockholders on or about March 15, 2019.

If you have already voted for management's proposals relating to the Merger, you have every right to change your vote by signing, dating and returning a later dated proxy card.

If you have any questions or require any assistance with your vote, please contact Okapi Partners LLC, which is assisting us, at its address and toll-free numbers listed below.

Thank you for your support.

/s/ Jeffrey C. Smith

Jeffrey C. Smith

Starboard Value and Opportunity Master Fund Ltd

If you have any questions, require assistance in voting your BLUE proxy card, or need additional copies of Starboard's proxy materials, please contact Okapi Partners at the phone numbers or email address listed below.

Okapi Partners LLC

1212 Avenue of the Americas, 24 th Floor

New York, New York 10036

+ 1 [phone] (Main) + 1 [phone] (Toll-Free) Email:[e-mail]

SPECIAL MEETING OF STOCKHOLDERS

OF

BRISTOL-MYERS SQUIBB COMPANY _________________________

PROXY STATEMENT

OF

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD _________________________

PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD TODAY

Starboard Value LP ("Starboard Value LP"), Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard Value L LP ("Starboard L GP"), Starboard Leaders Victor LLC ("Starboard Victor LLC"), Starboard Leaders Fund LP ("Starboard Leaders Fund"), Starboard Value A LP ("Starboard A LP"), Starboard Value A GP LLC ("Starboard A GP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Starboard Value R LP ("Starboard R LP"), Starboard Value R GP LLC ("Starboard R GP"), Jeffrey C. Smith and Peter A. Feld (collectively, "Starboard" or "we") are stockholders of Bristol-Myers Squibb Company, a Delaware corporation ("Bristol-Myers" or the "Company"), who beneficially own in the aggregate 4,430,000 shares of common stock, $0.10 par value per share (the "Common Stock"), of the Company.

We are writing to you in connection with the proposed acquisition of Celgene Corporation ("Celgene") by Bristol-Myers (the "Merger"). In connection with the proposed Merger, Bristol-Myers entered into an Agreement and Plan of Merger, dated as of on January 2, 2019, with Celgene and Burgundy Merger Sub, Inc., a wholly-owned subsidiary of Bristol-Myers (the "Merger Agreement"). The Board of Directors of Bristol-Myers (the "Board") has scheduled a special meeting of stockholders for the purpose of considering and voting on certain proposals relating to the proposed Merger (including any adjournments or postponements thereof, the "Special Meeting"). The Special Meeting is scheduled to be held on April 12, 2019 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, at 10:00 a.m., Eastern Time.

Pursuant to this Proxy Statement, Starboard is soliciting proxies from holders of the Common Stock and holders of the $2.00 convertible preferred stock, $1.00 par value per share (the "Preferred Stock" and together with the Common Stock, the "Bristol-Myers Stock"), in respect of the following proposals to be considered at the Special Meeting, each as described in greater detail in the proxy statement/prospectus of Bristol-Myers on Form 424B3, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 22, 2019 (the "Bristol-Myers Merger Proxy Statement") for the Special Meeting (such proposals, the "Bristol-Myers Merger Proposals"):

1. The Company's proposal to approve the issuance of shares of Bristol-Myers Common Stock in the Merger as contemplated by the Merger Agreement (the "Stock Issuance Proposal"); and

2. The Company's proposal to approve the adjournment from time to time of the Special Meeting, if necessary to solicit additional proxies if there are not sufficient votes at the time of Special Meeting to approve the Stock Issuance Proposal (the "Adjournment Proposal").