Bristol-Myers Squibb Company, with its wholly-owned subsidiary Celgene Corporation (collectively, the Offerors), announced the commencement of 20 separate offers to purchase for cash notes issued by the Offerors for an aggregate purchase price of up to $4.0 billion. The Offers are subject to the terms and conditions described in the Offer to Purchase dated February 4, 2021 (as it may be amended or supplemented from time to time, the Offer to Purchase) which sets forth a detailed description of the Offers, including (i) the Acceptance Priority Procedures, (ii) a $950 million maximum aggregate purchase price of the 2023 Pool Notes validly tendered in the 2023 Pool Offers, excluding the applicable Accrued Coupon Payments (the 2023 Pool Maximum), (iii) a $1.5 billion maximum aggregate purchase price of the 2024 Pool Notes validly tendered in the 2024 Pool Offers, excluding the applicable Accrued Coupon Payments (the 2024 Pool Maximum), (iv) a $650 million maximum aggregate purchase price of the 2025 Pool Notes validly tendered in the 2025 Pool Offers, excluding the applicable Accrued Coupon Payments (the 2025 Pool Maximum), and (v) a $900 million maximum aggregate purchase price of the High Coupon Pool Notes validly tendered in the High Coupon Pool Offers, excluding the applicable Accrued Coupon Payments (the High Coupon Pool Maximum). The primary purpose of the Offers is to acquire the maximum principal amount of 2023 Pool Notes, 2024 Pool Notes, 2025 Pool Notes and High Coupon Pool Notes in the designated priority order for which the aggregate purchase price (excluding the applicable Accrued Coupon Payments) for each such group of Notes does not exceed the 2023 Pool Maximum, the 2024 Pool Maximum, the 2025 Pool Maximum and the High Coupon Pool Maximum, respectively.

The Offers are not conditioned on any minimum amount of Notes being tendered, and none of the Offers are conditioned on the consummation of the other Offers. The Offers are subject to certain other general conditions as described in the Offer to Purchase. Each Offer may be amended, extended or, upon failure of a condition to be satisfied or waived prior to the applicable Early Tender Deadline (for any Offers for which the Offerors elect to exercise their Early Settlement Right) or the applicable Expiration Date (for any Notes not settled on the Early Settlement Date), terminated individually.

The Offers will each expire at 11:59 p.m. (New York City time) on March 4, 2021, unless extended or earlier terminated by the Offerors (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”). To be eligible to receive the Total Consideration, which includes the Early Tender Premium, Holders must validly tender their Notes at or prior to 5:00 p.m. (New York City time) on February 18, 2021, unless extended (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Early Tender Deadline”). Holders who validly tender their Notes after the applicable Early Tender Deadline, but at or prior to the applicable Expiration Date, will be eligible to receive the Tender Consideration for any such series accepted for purchase.

All Holders whose Notes are accepted in an Offer will receive a cash payment equal to accrued and unpaid interest on such Notes to, but not including, the relevant Settlement Date (the “Accrued Coupon Payment”) in addition to their Total Consideration or Tender Consideration, as applicable. Notes may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) on February 18, 2021, (such date and time with respect to an Offer, as the same may be extended with respect to such Offer), but not thereafter, unless extended with respect to any Offer. Holders should not tender any Notes that they do not wish to be accepted for purchase.

Subject to the satisfaction or waiver of the conditions of the Offers, the Acceptance Priority Procedures will operate concurrently, but separately, for the 2023 Pool Notes, 2024 Pool Notes, 2025 Pool Notes and High Coupon Pool Notes, in each case subject to proration as described in the Offer to Purchase. After the Price Determination Date, the Offerors may elect to redeem all or a portion of Bristol Myers Squibb's 4.000% Notes due 2023 or 2.900% Notes due 2024 or Celgene's 4.000% Notes due 2023 that are not tendered and accepted in the Offers in accordance with the terms of the optional redemption provisions in the indentures governing such Notes.