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): November 17, 2020
BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-01136 | 22-0790350 | |
|---|---|---|---|
| (State or Other Jurisdiction | <br><br> of Incorporation) | (Commission<br><br> File Number) | (IRS Employer<br><br> 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<br><br> Symbol(s) | Name of each exchange<br><br> 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 8.01. | Other Events. |
|---|
On November 17, 2020, Bristol-Myers Squibb Company, a Delaware corporation (“Bristol Myers Squibb”), announced the completion of the acquisition of all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of MyoKardia, Inc., a Delaware corporation (“MyoKardia”). The acquisition of the Shares was structured as a two-step transaction, with a cash tender offer by Gotham Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Bristol Myers Squibb (“Merger Sub”), for 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, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, each as amended and supplemented, filed by Bristol Myers Squibb and Merger Sub with the Securities and Exchange Commission (the “SEC”) on October 19, 2020, followed by the merger of Merger Sub with and into MyoKardia. A copy of the press release announcing completion of the acquisition filed as Exhibit (a)(5)(xv) to the Schedule TO-T/A filed by Bristol Myers Squibb with the SEC on November 17, 2020 is incorporated herein by reference as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br><br> No. | Description |
|---|---|
| 99.1 | Press Release of Bristol Myers Squibb, dated November 17, 2020 (incorporated by reference to Exhibit (a)(5)(xv) of the Schedule TO-T/A filed by Bristol Myers Squibb with<br> the SEC on November 17, 2020). |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). |
EXHIBIT INDEX
| Exhibit<br><br> No. | Description |
|---|---|
| 99.1 | Press Release of Bristol Myers Squibb, dated November 17, 2020 (incorporated by reference to Exhibit (a)(5)(xv) of the Schedule TO-T/A filed by Bristol Myers Squibb with<br> the SEC on November 17, 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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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: November 17, 2020 | By: | /s/ Katherine R. Kelly |
| Name: | Katherine R. Kelly | |
| Title: | Corporate Secretary |
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