Bristol Myers Squibb Announces Accepted Amounts and Pricing Terms of Tender Offers for an Aggregate Purchase Price of Up to $4.0 Billion

Bristol-Myers Squibb (NYSE:BMY) announced the final terms for its offers to purchase notes for an aggregate amount of $4 billion.

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Bristol-Myers Squibb Company (NYSE:BMY) (“Bristol Myers Squibb”), with its wholly-owned subsidiary Celgene Corporation (“Celgene”) (collectively, the “Offerors”), announced the accepted amounts and pricing terms of their previously announced 20 separate offers to purchase for cash notes issued by the Offerors listed in the tables below for up to an aggregate purchase price of $4.0 billion.

The table below indicates, among other things, the aggregate principal amount of Notes tendered as of 5:00 p.m. (New York City time) on February 18, 2021 (the “Early Tender Deadline”) and accepted in each Offer, the Offer Yield (each as defined below), the proration factor, if any, and the total consideration for each $1,000 principal amount of each series of Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase (the “Total Consideration”), as calculated at 11:00 a.m. (New York City time) today, February 19, 2021 in accordance with the terms of the Offer to Purchase dated February 4, 2021 (the “Offer to Purchase”):

2023 Pool

Offers to purchase for cash up to $950,000,000 aggregate purchase price for the securities listed in the priority order below.

Acceptance Priority Level	Title of Security	CUSIP/ISIN Number(s)	Issuer / Offeror	Principal Amount Outstanding	Principal Amount Tendered as of the Early Tender Deadline	Principal Amount Accepted	Offer Yield(1)	Approximate Proration Factor	Total Consideration(2)
1	7.150% Notes due 2023	110122AA6	Bristol Myers Squibb	$301,532,000	$62,818,000	$62,818,000	0.259%	100%	$1,158.68
2	4.000% Notes due 2023	110122DA3/ 110122BL1/ U11009AL8	Bristol Myers Squibb	$636,086,000	$256,371,000	$256,371,000	0.353%	100%	$1,089.89
2	4.000% Notes due 2023	151020AJ3	Celgene	$63,914,000	$14,081,000	$14,081,000	0.353%	100%	$1,089.89

2024 Pool

Offers to purchase for cash up to $1,500,000,000 aggregate purchase price for the securities listed in the priority order below.

Acceptance Priority Level	Title of Security	CUSIP/ISIN Number(s)	Issuer / Offeror	Principal Amount Outstanding	Principal Amount Tendered as of the Early Tender Deadline	Principal Amount Accepted	Offer Yield(1)	Approximate Proration Factor	Total Consideration(2)
1	3.625% Notes due 2024*	110122DB1/ 110122BM9/ U11009AM6	Bristol Myers Squibb	$882,510,000	$582,075,000	$582,075,000	0.351%	100%	$1,096.90
1	3.625% Notes due 2024*	151020AP9	Celgene	$117,490,000	$22,619,000	$22,619,000	0.351%	100%	$1,096.90
2	2.900% Notes due 2024	110122CM8/ 110122BZ0/ U11009AZ7	Bristol Myers Squibb	$3,250,000,000	$2,132,607,000	$772,109,000	0.436%	36.23%	$1,083.67

2025 Pool

Offers to purchase for cash up to $650,000,000 aggregate purchase price for the securities listed in the priority order below.

Acceptance Priority Level	Title of Security	CUSIP/ISIN Number(s)	Issuer / Offeror	Principal Amount Outstanding	Principal Amount Tendered as of the Early Tender Deadline	Principal Amount Accepted	Offer Yield(1)	Approximate Proration Factor	Total Consideration(2)
1	3.875% Notes due 2025*	110122DC9/ 110122BN7/ U11009AN4	Bristol Myers Squibb	$2,379,532,000	$1,054,294,000	$557,311,000	0.724%	52.90%	$1,130.97
1	3.875% Notes due 2025*	151020AS3	Celgene	$120,468,000	$33,453,000	$17,418,000	0.724%	52.90%	$1,130.97

High Coupon Pool

Offers to purchase for cash up to $900,000,000 aggregate purchase price for the securities listed in the priority order below.

Acceptance Priority Level	Title of Security	CUSIP/ISIN Number(s)	Issuer / Offeror	Principal Amount Outstanding	Principal Amount Tendered as of the Early Tender Deadline	Principal Amount Accepted	Offer Yield(1)	Approximate Proration Factor	Total Consideration(2)
1	6.125% Notes due 2038	110122AQ1	Bristol Myers Squibb	$226,259,000	$7,004,000	$7,004,000	3.031%	100%	$1,412.08
2	5.875% Notes due 2036	110122AP3	Bristol Myers Squibb	$286,673,000	$7,453,000	$7,453,000	2.931%	100%	$1,368.80
3	6.875% Notes due 2097	110122AC2	Bristol Myers Squibb	$86,896,000	$1,169,000	$1,169,000	3.781%	100%	$1,771.55