Bristol-Myers Squibb, Mead Johnson Nutrition announce share exchange offer preliminary results

Bristol-Myers Squibb Company (NYSE: BMY) and Mead Johnson Nutrition Company (NYSE: MJN) announced today that based on preliminary results the offer by Bristol-Myers Squibb to exchange up to 170,000,000 shares of common stock of Mead Johnson for outstanding shares of Bristol-Myers Squibb common stock that are validly tendered and not validly withdrawn was oversubscribed. The exchange offer expired at 12:00 midnight, New York City time, on December 17, 2009.

Based on a preliminary count by the exchange agent, BNY Mellon Shareowner Services, 500,547,697 shares of Bristol-Myers Squibb common stock were tendered for exchange, including 151,886,808 shares that were tendered by notice of guaranteed delivery. Because the exchange offer is oversubscribed, Bristol-Myers Squibb will accept only a portion of the shares of Bristol-Myers Squibb common stock that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered. Bristol-Myers Squibb will accept for exchange 269,285,601 shares of Bristol-Myers Squibb common stock in exchange for the 170,000,000 shares of Mead Johnson common stock owned by Bristol-Myers Squibb. Stockholders who owned less than 100 shares of Bristol-Myers Squibb common stock, or an “odd-lot”, who have validly tendered all of their shares and made the appropriate election will not be subject to proration, in accordance with the terms of the exchange offer.

Based on the preliminary results, if all shares tendered by notice of guaranteed delivery are delivered under the terms of the exchange offer, the estimated preliminary proration factor applied to tendered shares of Bristol-Myers Squibb common stock subject to proration is 53.78%. The estimated preliminary proration factor is subject to change. Bristol-Myers Squibb and Mead Johnson expect to announce the final results of the exchange offer, including the final proration factor, on Wednesday, December 23, 2009.

Shares of Mead Johnson common stock to be distributed in the exchange offer will be credited to accounts of tendering stockholders by the exchange agent promptly after the final results of the exchange offer are announced. Checks in lieu of fractional shares of Mead Johnson common stock will be delivered after the exchange agent has aggregated all fractional shares and sold them in the open market. In addition, shares of Bristol-Myers Squibb common stock tendered but not accepted for exchange are expected to be returned promptly after the final results of the exchange offer are announced.

Stockholders who tendered their shares by means of a notice of guaranteed delivery before expiration of the offer must deliver the related shares to the exchange agent by 5:00 p.m., New York City time, on Tuesday, December 22, 2009.

Source Bristol-Myers Squibb