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Bristol-Myers Squibb (BMY)

Filed: 5 Oct 20, 4:05pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K


CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act Of 1934
 
Date of Report (Date of earliest event reported): October 3, 2020



BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)


Delaware
001-01136
22-0790350
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification Number)
 
430 East 29th Street, 14th Floor
New York, NY, 10016
(Address of Principal Executive Office)
 
Registrant’s telephone number, including area code: (212) 546-4000


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $0.10 Par Value
 BMY
 New York Stock Exchange
1.000% Notes due 2025
 BMY25
 New York Stock Exchange
1.750% Notes due 2035
 BMY35
 New York Stock Exchange
Bristol-Myers Squibb Contingent Value Rights
 BMY RT
 New York Stock Exchange
Celgene Contingent Value Rights
 CELG RT
 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 8.01Other Events.
 
On October 3, 2020, Bristol-Myers Squibb Company, a Delaware corporation (“Bristol-Myers Squibb”), and MyoKardia, Inc., a Delaware corporation (“MyoKardia”), issued a joint press release announcing that Bristol-Myers Squibb, MyoKardia and Gotham Merger Sub, Inc., a Delaware corporation and subsidiary of Bristol-Myers Squibb (“Merger Sub”)  have signed a definitive merger agreement that provides that pursuant to the merger agreement and upon the terms and subject to the conditions thereof, Merger Sub will commence a tender offer to acquire all of the outstanding shares of common stock, par value $0.0001 per share, of MyoKardia (the “Shares”) at a price of $225.00 per Share, net to the seller in cash (without interest) but subject to any required withholding taxes. A copy of the joint press release announcing the proposed transaction is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
 
Additional Information and Where to Find It
 
The tender offer described in this report has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Bristol-Myers Squibb will cause Merger Sub to file with the U.S. Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO. Investors and MyoKardia stockholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by MyoKardia with the SEC, because they will contain important information. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge at www.bms.com or by directing a request to Bristol-Myers Squibb, Office of the Corporate Secretary, 430 East 29th Street, 14th Floor, New York, New York 10154-0037. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all stockholders of MyoKardia free of charge at www. MyoKardia.com or by contacting MyoKardia at ir@myokardia.com, Telephone Number 650-351-4690.
 
In addition to the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, Bristol-Myers Squibb and MyoKardia file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Bristol-Myers Squibb or MyoKardia at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Bristol-Myers Squibb’s and MyoKardia’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.
 
Forward Looking Statements
 
This report contains “forward-looking statements” relating to the acquisition of MyoKardia by Bristol-Myers Squibb and the development and commercialization of certain biological compounds. 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. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the acquisition will be realized. The actual financial impact of this transaction may differ from the expected financial impact described in this report. In addition, the compounds described in this report are subject to all the risks inherent in the drug development process, and there can be no assurance that the development of these compounds will be commercially successful. Forward-looking statements in this report should be evaluated together with the many uncertainties that affect Bristol-Myers Squibb’s business, particularly those identified in the cautionary factors discussion in Bristol-Myers Squibb’s Annual Report on Form 10-K for the year ended December 31, 2019, and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Bristol-Myers Squibb undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

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Item 9.01.Financial Statements and Exhibits.
 
(d) Exhibits.

99.1Joint Press Release of Bristol-Myers Squibb Company and MyoKardia, Inc., dated October 5, 2020.
104The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 BRISTOL-MYERS SQUIBB COMPANY
   
Dated: October 5, 2020By:
/s/ Katherine R. Kelly
 Name:Katherine R. Kelly
 Title:Corporate Secretary

EXHIBIT INDEX

Exhibit
No.
 
Description
   
 Joint Press Release of Bristol-Myers Squibb Company and MyoKardia, Inc., dated October 5, 2020.
104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).


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