NEW YORK--(BUSINESS WIRE)-- Bristol-Myers Squibb Company (NYSE: BMY) announced today the pricing terms of its previously announced cash tender offer for up to $750 million aggregate principal amount of certain of its outstanding debt securities.
The total consideration for each series of notes is based on the applicable reference yield plus a fixed spread, in each case as set forth in the table below, and is payable to holders of the notes listed in the table below who validly tendered and did not validly withdraw their notes on or before 5:00 p.m., New York City time, yesterday, November 17, 2010. The reference yields listed in the table were determined at 10:30 a.m., New York City time, today. The total consideration for each series of notes includes an early tender premium of $50.00 per $1,000 principal amount of notes validly tendered and not validly withdrawn by such holders and accepted for purchase by Bristol-Myers Squibb. Holders of the notes listed in the table below who validly tender their notes after 5:00 p.m., New York City time, yesterday will be eligible to receive only the tender consideration as set forth in the table below.
| Title of Security | Acceptance Priority Level |
Reference U.S. Treasury Security |
Reference Yield |
Fixed Spread (basis points) |
Tender |
Early |
Total |
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|
6.125% Notes due |
||||||||||||||
| May 1, 2038 | 1 | 4.375% due | 4.335% | 75 bps | $1,102.83 | $50 | $1,152.83 | |||||||
| May 15, 2040 | ||||||||||||||
|
5.875% Notes due |
||||||||||||||
| November 15, 2036 | 2 | 4.375% due | 4.335% | 75 bps | $1,063.12 | $50 | $1,113.12 | |||||||
| May 15, 2040 | ||||||||||||||
|
7.15% Debentures due |
||||||||||||||
| June 15, 2023 | 3 | 2.625% due | 2.923% | 105 bps | $1,261.24 | $50 | $1,311.24 | |||||||
| August 15, 2020 | ||||||||||||||
|
6.80% Debentures due |
||||||||||||||
| November 15, 2026 | 4 | 4.375% due | 4.335% | 55 bps | $1,160.43 | $50 | $1,210.43 | |||||||
| May 15, 2040 | ||||||||||||||
| (1) | Per $1,000 principal amount of notes that are accepted for purchase in the tender offer. | ||
| (2) | The total consideration per $1,000 principal amount of notes includes the early tender premium of $50 per $1,000 principal amount of notes. | ||
All payments for notes purchased in the tender offer will also include accrued and unpaid interest on the principal amount of notes tendered up to, but not including, the tender offer settlement date, which is currently expected to be December 3, 2010, or a business day promptly following the tender offer expiration date.
Tendered notes will be accepted in the order of the acceptance priority levels set forth in the table above, except that the aggregate principal amount of 6.125% Notes and 5.875% Notes accepted will not exceed, in each case, $500 million. Because the aggregate principal amount of 6.125% Notes and 5.875% Notes that have been tendered exceeds the tender offer cap of $750 million, Bristol-Myers Squibb will not accept for purchase any 7.15% Debentures or 6.80% Debentures. In addition, validly tendered 6.125% Notes and 5.875% Notes remain subject to proration according to the terms set forth in the Offer to Purchase dated November 3, 2010.
The tender offer is scheduled to expire at 11:59 p.m., New York City time, on December 2, 2010, unless extended or earlier terminated. In accordance with the terms of the tender offer, the withdrawal deadline was 5:00 p.m., New York City time, yesterday, November 17, 2010. As a result, tendered notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
The tender offer is being conducted upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 3, 2010, and the related Letter of Transmittal.
Bristol-Myers Squibb has retained Deutsche Bank Securities Inc. and Barclays Capital Inc. to serve as dealer managers for the tender offer and has retained Global Bondholder Services Corporation to serve as depositary and information agent for the tender offer.
Requests for documents relating to the tender offer may be directed to Global Bondholder Services Corporation by telephone at (866) 952-2200 or (212) 430-3774 or in writing at 65 Broadway, Suite 404, New York, New York 10006. Questions regarding the tender offer may be directed to Deutsche Bank Securities Inc. at (866) 627-0391 or to Barclays Capital Inc. at (800) 438-3242.
This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of Bristol-Myers Squibb by Deutsche Bank Securities Inc. or Barclays Capital Inc., or one or more registered brokers or dealers under the laws of such jurisdiction.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements relating to goals, plans and projections regarding Bristol-Myers Squibb’s financial position, results of operations, market position, product development and business strategy. These statements may be identified by the fact that they use words such as “anticipate”, “estimates”, “should”, “expect”, “guidance”, “project”, “intend”, “plan”, “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. These factors include, among other things, implementation guidance related to the new U.S. health care reform law, governmental laws and regulations related to Medicare, Medicaid, Medicaid managed care organizations and entities under the Public Health Service 340B program, pharmaceutical rebates and reimbursement, market factors, competitive product development and approvals, pricing controls and pressures (including changes in rules and practices of managed care groups and institutional and governmental purchasers), economic conditions such as interest rate and currency exchange rate fluctuations, judicial decisions, claims and concerns that may arise regarding the safety and efficacy of in-line products and product candidates, changes to wholesaler inventory levels, variability in data provided by third parties, changes in, and interpretation of, governmental regulations and legislation affecting domestic or foreign operations, including tax obligations, changes to business or tax planning strategies, difficulties and delays in product development, manufacturing or sales, patent positions and the ultimate outcome of any litigation matter. These and other risks are detailed in Bristol-Myers Squibb’s filings with the Securities and Exchange Commission. Bristol-Myers Squibb undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
About Bristol-Myers Squibb
Bristol-Myers Squibb is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. For more information, please visit www.bms.com or follow us on Twitter at http://twitter.com/bmsnews.
CONTACT:
Bristol-Myers Squibb Company
Media:
Jennifer Fron Mauer, 609-252-6579
[email protected]
or
Investors:
John Elicker, 609-252-4611
[email protected]
KEYWORDS: United States North America New York
INDUSTRY KEYWORDS: Health Pharmaceutical Professional Services Finance
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