Bristol Myers Squibb Co 8-K, filed Mar 9, 2020
Bristol Myers Squibb Co (BMY)
8-K
2020-03-09
For: 2020-03-05
View Original
Added on
April 02, 2026
About this 8-K
Bristol Myers Squibb Co filed this 8-K on March 9, 2020, reporting on events of March 5, 2020.
Items reported
- Item 8.01: Other events
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): March 9, 2020 (March 5, 2020 )
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of
incorporation or organization)
|
(Commission File Number)
|
(I.R.S Employer
Identification No.)
|
(Address of principal executive offices) (zip code)
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
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 8.01
|
Other Events.
|
As previously announced, on November 20, 2019
Bristol-Myers Squibb Company (the “Company”) acquired Celgene Corporation (“Celgene”) when it consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of January 2, 2019 (“Merger Agreement”), among the Company,
Burgundy Merger Sub, Inc., a wholly owned subsidiary of the Company, and Celgene. In connection with the consummation of the transactions contemplated by the Merger Agreement, the Company assumed the contingent value rights related to Celgene’s
Abraxane® and Abraxis pipeline products
granted by Celgene to certain holders thereof pursuant to that certain Contingent Value Rights Agreement, dated as of October 15, 2010 (as amended, supplemented or otherwise modified from time to time, the “CVR Agreement”), between Equiniti Trust
Company (the “Trustee,” as successor to American Stock Transfer & Trust Company, LLC) and the Company (as successor in interest to Celgene).
On March 5, 2020, the Company notified the Trustee that in accordance with Section 3.1 of the CVR Agreement, the Net Sales Payment (as defined under the
CVR Agreement) in the amount of $6,399,550 will be paid to the Trustee on or before March 20, 2020.
On March 20, 2020, the Trustee will pay to the holders of the contingent value rights issued under the CVR Agreement of record as of March 19, 2020 a pro
rata portion of the Net Sales Payment, which equates to approximately $0.1479 per contingent value right.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
BRISTOL-MYERS SQUIBB COMPANY
|
||
|
Dated: March 9, 2020
|
By:
|
/s/ Katherine R. Kelly
|
|
Name:
|
Katherine R. Kelly
|
|
|
Title:
|
Corporate Secretary
|
|