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notes includes an early tender premium of $50.00 per $1,000 principal amount of notes validly tendered and not validly withdrawn by such holders and accepted for purchase by Bristol-Myers Squibb.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.
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 As a result, tendered notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.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.