PRINCETON, N.J. / Feb 14, 2024 / Business Wire / Bristol Myers Squibb (NYSE: BMY) today announced that it has priced a public offering (the “Offering”) of senior unsecured notes in a combined aggregate principal amount of $13 billion (collectively, the “Notes”). The Notes will be issued in nine tranches: (i) $500,000,000 in aggregate principal amount of floating rate notes due 2026, (ii) $1,000,000,000 in aggregate principal amount of 4.950% notes due 2026, (iii) $1,000,000,000 in aggregate principal amount of 4.900% notes due 2027, (iv) $1,750,000,000 in aggregate principal amount of 4.900% notes due 2029, (v) $1,250,000,000 in aggregate principal amount of 5.100% notes due 2031, (vi) $2,500,000,000 in aggregate principal amount of 5.200% notes due 2034 (the “2034 Notes”), (vii) $500,000,000 in aggregate principal amount of 5.500% notes due 2044 (the “2044 Notes”), (viii) $2,750,000,000 in aggregate principal amount of 5.550% notes due 2054 (the “2054 Notes”) and (ix) $1,750,000,000 in aggregate principal amount of 5.650% notes due 2064 (the “2064 Notes”). Bristol Myers Squibb expects that the closing of the Offering will occur on February 22, 2024, subject to the satisfaction of customary closing conditions.

Bristol Myers Squibb intends to use a portion of the net proceeds of the Offering to fund the cash consideration payable in connection with the previously announced proposed acquisitions of Karuna Therapeutics, Inc. (“Karuna”) and RayzeBio, Inc. (collectively, the “Acquisitions”) and the fees and expenses in connection therewith and with the Offering. Bristol Myers Squibb expects to use any remaining net proceeds from the Offering for general corporate purposes. The Offering is not conditioned upon the consummation of the Acquisitions; however, if Bristol Myers Squibb's acquisition of Karuna is not completed on or before the later of (i) June 30, 2025 and (ii) the date that is five business days after any later date to which the “End Date” as set forth in the merger agreement relating to acquisition of Karuna may be extended pursuant to its terms, or Bristol Myers Squibb notifies the trustee in respect of the Notes that it will not pursue consummation of the acquisition of Karuna, then Bristol Myers Squibb will be required to redeem all outstanding Notes, other than the 2034 Notes, the 2044 Notes, the 2054 Notes and the 2064 Notes, at a special mandatory redemption price equal to 101% of the aggregate principal amount of such series of Notes, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date.

Citigroup Global Markets Inc., BofA Securities, Inc., Wells Fargo Securities, LLC, and Mizuho Securities USA LLC are acting as joint lead managers and joint book-running managers for the Offering.

The Offering of the Notes is being made pursuant to an effective shelf registration statement (including a prospectus and preliminary prospectus supplement) (File No. 333-261623) filed with the U.S. Securities and Exchange Commission (the “SEC”). You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Bristol Myers Squibb, any underwriter or any dealer participating in the Offering will arrange to send you the prospectus and the preliminary prospectus supplement (or, if available, the prospectus supplement) if you request it by contacting Bristol Myers Squibb Investor Relations or Citigroup Global Markets Inc. at 1-800-831-9146, BofA Securities, Inc. at 1-800-294-1322, Wells Fargo Securities, LLC at 1-800-645-3751, or Mizuho Securities USA LLC at 1-866-271-7403.

This press release shall not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, the Notes or any other security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Cautionary Notes on Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can generally identify forward-looking statements by the use of forward-looking terminology such as “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance, although not all forward-looking statements contain such terms. All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements. These statements are likely to relate to, among other things, statements about the expected timing of completion of the Offering, the intended use of proceeds from the proposed Offering, the consummation of the Acquisitions and projections as to the anticipated benefits thereof and 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 risks, assumptions, uncertainties and other factors include, among others, that the conditions to completion of the Acquisitions are not satisfied or waived or that the Acquisitions are not completed within the anticipated timeline or at all. No forward-looking statement can be guaranteed. Forward-looking statements in this press release should be evaluated together with the many risks and uncertainties that affect Bristol Myers Squibb’s business and market, particularly those identified in the cautionary statement and risk factors discussion in Bristol Myers Squibb’s Annual Report on Form 10-K for the year ended December 31, 2023, as updated by Bristol Myers Squibb’s subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC. The forward-looking statements included in this press release are made only as of the date of this document and except as otherwise required by applicable law, Bristol Myers Squibb undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise.

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.