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Bristol-Myers Squibb Announces the Pricing Terms of its Cash Tender Offer For Up to $500 Million Aggregate Principal Amount of its Outstanding Debt Securities

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Bristol-Myers Squibb Company (NYSE:BMY) announced today the pricing terms of its previously announced cash tender offer for up to $500 million aggregate principal amount of certain of its outstanding debt securities.

The total consideration for each series of notes is based on the applicable reference yield plus a fixed spread, in each case as set forth in the table below, and is payable to holders of the notes listed in the table below who validly tendered and did not validly withdraw their notes on or before 5 p.m., New York City time, on May 11, 2015. The reference yields listed in the table were determined at 2 p.m., New York City time, on May 12, 2015. The total consideration for each series of notes includes an early tender premium of $30 per $1,000 principal amount of notes validly tendered and not validly withdrawn by such holders and accepted for purchase by Bristol-Myers Squibb.

Title of Security

CUSIP No.

Acceptance
Priority
Level

Reference
U.S.
Treasury
Security

Reference
Yield

Fixed
Spread

Total
Consideration(1)(2)

6.125% Notes due
May 1, 2038

110122AQ1

1

3.000% due
November 15,
2044

3.018%

105 bps

$1,305.11

5.875% Notes due
November 15, 2036

110122AP3

2

3.000% due
November 15,
2044

3.018%

100 bps

$1,265.72

6.80% Debentures due
November 15, 2026

110122AB4

3

2.000% due
February 15,
2025

2.273%

85 bps

$1,353.11

7.15% Debentures
due June 15, 2023

110122AA6

4

2.000% due
February 15,
2025

2.273%

45 bps

$1,319.43

(1) Per $1,000 principal amount of notes that are tendered and accepted for purchase.
(2) The total consideration includes the early tender premium of $30 per $1,000 principal amount of notes.

All payments for notes purchased in connection with the early tender date will also include accrued and unpaid interest on the principal amount of notes tendered up to, but not including, the initial settlement date, which is currently expected to be May 13, 2015.

Subject to the terms and conditions of the tender offer, Bristol-Myers Squibb expects it will accept for purchase notes validly tendered and not validly withdrawn prior to the early tender date in an aggregate principal amount up to the tender cap. Tendered notes are expected to be accepted in the order of the acceptance priority levels set forth in the table above, subject to proration according to the terms set forth in the Offer to Purchase dated April 28, 2015. Bristol-Myers Squibb has previously announced the anticipated principal amount it expects to accept of each series of notes.

The tender offer is scheduled to expire at 11:59 p.m., New York City time, on May 26, 2015, unless extended or earlier terminated. However, since holders of notes subject to the tender offer validly tendered and did not validly withdraw an aggregate principal amount of notes in excess of the tender cap on or prior to the early tender date, further tenders of notes prior to the expiration date will not be accepted for purchase.

In accordance with the terms of the tender offer, the withdrawal date was 5 p.m., New York City time, on May 11, 2015. As a result, tendered notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

The tender offer is being conducted upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 28, 2015, and the related Letter of Transmittal, as amended by the press release issued earlier today by Bristol-Myers Squibb.

Bristol-Myers Squibb has retained Goldman, Sachs & Co. and Morgan Stanley & Co. LLC to serve as dealer managers for the tender offer and has retained D.F. King & Co., Inc. to serve as tender agent and information agent for the tender offer.

Requests for documents relating to the tender offer may be directed to D.F. King & Co., Inc. by telephone at (877) 732-3617, by email at bmy@dfking.com or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005. Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at (800) 828-3182 or to Morgan Stanley & Co. LLC at (800) 624-1808.

This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of Bristol-Myers Squibb by Goldman, Sachs & Co. or Morgan Stanley & Co. LLC, or one or more registered brokers or dealers under the laws of such jurisdiction.

Forward Looking Statements

This press release contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can identify these forward-looking statements by the fact they use words such as “should,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe” and others words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. 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 to differ materially from current expectations. These statements are likely to relate to, among other things, the Company’s goals, plans and projections regarding its financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products and the outcome of contingencies such as legal proceedings, and financial results, which are based on current expectations that involve inherent risks and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years. Such events and factors include, but are not limited to, those listed under “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2014, that the Company believes could cause actual results to differ materially from any forward-looking statement. Bristol-Myers Squibb undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

About Bristol-Myers Squibb

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, please visit www.bms.com or follow us on Twitter at http://twitter.com/bmsnews.

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