8-K
BRISTOL MYERS SQUIBB CO (BMY)
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): February 14, 2024
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-01136 | 22-0790350 |
|---|---|---|
| (State or other jurisdiction of<br><br> incorporation or organization) | (Commission File Number) | (I.R.S Employer<br><br> Identification No.) |
Route 206 & Province Line Road , Princeton, New Jersey 08543
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code): (609) 252-4621
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 |
| 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 8.01 | Other Events. |
|---|
Bristol-Myers Squibb Company (the “Company”) recently became aware of an unsolicited “mini-tender” offer by Tutanota LLC (“Tutanota”) to purchase up to five hundred thousand shares of the Company’s common stock at an offer price of $55.00 per share. The shares subject to Tutanota’s offer represent less than 0.025% of the Company’s common stock outstanding as of February 6, 2024.
On February 14, 2024, the Company issued the press release attached to this Report as Exhibit 99.1, informing its stockholders that the Company does not endorse Tutanota’s unsolicited mini-tender offer and recommending that stockholders do not tender their shares to Tutanota. Stockholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with Tutanota’s offering documents. The offer is currently scheduled to expire at 5:00 p.m., Eastern Time, on Friday, February 23, 2024, unless the offer is otherwise extended by Tutanota in its discretion or terminated earlier.
The Company is not affiliated or associated in any way with Tutanota, its mini-tender offer, or the offer documentation. Additional information concerning mini-tenders is included in the attached press release.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
The following exhibit is included as part of this Current Report on Form 8-K:
| Exhibit<br><br> <br>Number | Exhibit Description |
|---|---|
| 99.1 | Press release of Bristol-Myers Squibb Company dated February 14, 2024 |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101) |
EXHIBIT INDEX
| Exhibit Number | Exhibit Description |
|---|---|
| 99.1 | Press release of Bristol-Myers Squibb Company dated February 14, 2024 |
| 104 | The 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.
| Date: February 14, 2024 | BRISTOL-MYERS SQUIBB COMPANY | |
|---|---|---|
| By: | /s/ Kimberly M. Jablonski | |
| Name: | Kimberly M. Jablonski | |
| Title: | Corporate Secretary |
Exhibit 99.1
Bristol Myers Squibb Recommends Stockholders Reject “Mini-Tender” Offer by Tutanota LLC
(Princeton, N.J., February 14, 2024) – Bristol Myers Squibb (NYSE: BMY) today announced that it recently became aware of an unsolicited “mini-tender” offer by Tutanota LLC (“Tutanota”) to purchase up to five hundred thousand shares of Bristol Myers Squibb’s common stock, representing significantly less than one percent of Bristol Myers Squibb’s common stock outstanding, at an offer price of $55 per share (“Offer Price”).
The offer is conditioned on, among other things, the closing price per share of Bristol Myers Squibb’s common stock exceeding the Offer Price on the last trading day before the offer expires. Tutanota also states in its offer documents that it expects to extend the offer for successive periods of 45 to 180 days until the market price of Bristol Myers Squibb’s common stock exceeds the Offer Price. This means that Bristol Myers Squibb stockholders who tender their shares in the offer will receive a below-market price if the offer conditions are satisfied and their shares are accepted in the tender offer. There is no guarantee that the conditions of the offer will be satisfied. In addition, Bristol Myers Squibb cautions stockholders that if Tutanota extends its offer, payment would be delayed beyond the scheduled expiration date of Friday, February 23, 2024.
Bristol Myers Squibb recommends that stockholders do not tender their shares in response to Tutanota’s offer because the offer is conditional on the Offer Price being below the market price for Bristol Myers Squibb’s common stock and subject to numerous additional conditions, including Tutanota obtaining financing for the offer. Stockholders who have already tendered their shares may withdraw them at any time prior to 5:00 p.m., Eastern Time, on Friday, February 23, 2024, in accordance with the offering documents. Bristol Myers Squibb recommends that stockholders who have not responded to Tutanota’s offer take no action.
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The U.S. Securities and Exchange Commission (“SEC”) has cautioned investors about these offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s guidance to investors on mini-tenders is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitend.
Bristol Myers Squibb does not endorse Tutanota’s unsolicited mini-tender offer and is not associated in any way with Tutanota, its mini-tender offer, or its mini-tender offer documents.
Tutanota’s mini-tender offer seeks less than five percent of Bristol Myers Squibb’s outstanding common stock. Mini-tender offers seek to acquire less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the SEC that apply to offers for more than five percent of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws. Tutanota has made similar unsolicited mini-tender offers for stock of other public companies.
Bristol Myers Squibb encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Stockholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Tutanota’s mini-tender offer. Bristol Myers Squibb requests that a copy of this news release be included with all distributions of materials related to Tutanota’s mini-tender offer related to Bristol Myers Squibb’s common stock.
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About Bristol Myers Squibb Company
Bristol Myers Squibb is a global biopharmaceutical company whose mission is to discover, develop, and deliver innovative medicines that help patients prevail over serious diseases. For more information about Bristol Myers Squibb, visit us at BMS.com or follow us on LinkedIn, Twitter, YouTube, Facebook, and Instagram.
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For more information, contact:
Media:
media@bms.com
Investors:
investor.relations@bms.com
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