Bristol-Myers Squibb Company Announces Commencement of Exchange Offers and Consent Solicitations for Celgene Notes

Bristol-Myers Squibb Company (NYSE:BMY) (“Bristol-Myers Squibb)
announced today the commencement, in connection with its previously
announced acquisition of Celgene Corporation (NASDAQ:CELG) (“Celgene”),
of an exchange offer for any and all outstanding notes (the “Celgene
Notes”) issued by Celgene for up to $19,850,000,000 aggregate principal
amount of new notes to be issued by Bristol-Myers Squibb (the
“Bristol-Myers Squibb Notes”) and cash.

As previously announced, Bristol-Myers Squibb and Burgundy Merger Sub,
Inc., a wholly owned subsidiary of Bristol-Myers Squibb (“Merger Sub”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Celgene. The Merger Agreement provides, among other things, that on
the terms and subject to the conditions set forth therein, Merger Sub
will merge with and into Celgene, with Celgene surviving as a wholly
owned subsidiary of Bristol-Myers Squibb (the “Merger”).

The following table sets forth the Exchange Consideration, Early
Participation Payment and Total Consideration for each series of Celgene
Notes as set forth in the table below:

(1) For each $1,000 principal amount of Celgene Notes accepted for
exchange.

(2) Includes Early Participation Payment.

In conjunction with the offers to exchange (each an “Exchange Offer” and
collectively, the “Exchange Offers”) the Celgene Notes, Bristol-Myers
Squibb is concurrently soliciting consents (each, a “Consent
Solicitation” and, collectively, the “Consent Solicitations”) to adopt
certain proposed amendments to each of the indentures (collectively, the
“Celgene Indentures”) governing the Celgene Notes to (i) eliminate
substantially all of the restrictive covenants in such Celgene
Indenture, (ii) eliminate certain of the events which may lead to an
“Event of Default” in such Celgene Indenture (other than for the failure
to pay principal, premium or interest) and (iii) eliminate any
restrictions on Celgene in such Celgene Indenture from consolidating
with or merging into any other person or conveying, transferring or
leasing all or any of its properties and assets to any person
(collectively, the “Proposed Amendments”). The Proposed Amendments with
respect to each series of the Celgene Notes under the Celgene Indentures
requires the consent of the holders of not less than a majority in
principal amount of such series of the Celgene Notes outstanding (the
“Requisite Consents”). If the Requisite Consents are obtained for a
particular series of Celgene Notes, any remaining Celgene Notes for that
series not tendered and exchanged for Bristol-Myers Squibb Notes will be
governed by the amended indenture. Each Exchange Offer and Consent
Solicitation is conditioned upon, among other things, the completion of
the other Exchange Offers and Consent Solicitations, although
Bristol-Myers Squibb may waive such condition at any time with respect
to an Exchange Offer. Any waiver of a condition by Bristol-Myers Squibb
with respect to an Exchange Offer will automatically waive such
condition with respect to the corresponding Consent Solicitation, as
applicable.

The Exchange Offers and Consent Solicitations are being made pursuant to
the terms and subject to the conditions set forth in the offering
memorandum and consent solicitation statement dated April 17, 2019 and
the related letter of transmittal, and are conditioned upon the closing
of the Merger, which condition may not be waived by Bristol-Myers
Squibb, and certain other conditions that may be waived by Bristol-Myers
Squibb. Each Exchange Offer will expire at 5:00 p.m., New York City
time, on June 3, 2019 (as the same may be extended, the “Expiration
Date”), unless terminated. Each Consent Solicitation will expire at 5:00
p.m., New York City time, on May 1, 2019, unless extended or terminated
(the “Early Participation Date”). The settlement date for the Exchange
Offers is expected to occur promptly after the Expiration Date and the
Expiration Date of each of the Exchange Offers is expected to be
extended to occur on or about the closing date of the Merger, which is
expected to occur in the third quarter of calendar year 2019. As a
result, the Expiration Date may be extended one or more times.
Bristol-Myers Squibb currently anticipates providing notice of any such
extension in advance of the Expiration Date.

For each $1,000 principal amount of Celgene Notes validly tendered and
not validly withdrawn at or prior to the Early Participation Date,
Eligible Holders of Celgene Notes will be eligible to receive an early
participation payment of $1.00 in cash (the “Early Participation
Payment”). In addition, for each $1,000 principal amount of Celgene
Notes validly tendered and not validly withdrawn prior to the Expiration
Date, holders of Celgene Notes will be eligible to receive the Exchange
Consideration of $1,000 principal amount of the Bristol-Myers Squibb
Notes of the applicable series. The total consideration consists of
(a) $1,000 principal amount of Bristol-Myers Squibb Notes of the
applicable series issued as Exchange Consideration plus (b) the Early
Participation Payment in cash (the “Total Consideration”). After the
Early Participation Date, tendered Celgene Notes may be withdrawn,
however, to be eligible to receive the Exchange Consideration component
of the Total Consideration, such withdrawn Celgene Notes must be validly
re-tendered and not validly withdrawn at or prior to the Expiration Date.

Each Bristol-Myers Squibb Note issued in the Exchange Offers for a
validly tendered Celgene Note will have an interest rate and maturity
date that is identical to the interest rate and maturity date of the
tendered Celgene Note, as well as identical interest payment dates and
optional redemption terms. No accrued and unpaid interest is payable
upon acceptance of any Celgene Notes in the Exchange Offers and Consent
Solicitations. However, the first interest payment on the Bristol-Myers
Squibb Notes will include the accrued and unpaid interest from the
applicable Celgene Notes tendered in exchange therefor so that a
tendering eligible holder will receive the same interest payment it
would have received had its Celgene Notes not been tendered in the
Exchange Offers and Consent Solicitations. The Bristol-Myers Squibb
Notes will be unsecured and unsubordinated obligations of Bristol-Myers
Squibb and will rank equally with all of Bristol-Myers Squibb’s other
unsecured and unsubordinated indebtedness from time to time outstanding.

Documents relating to the Exchange Offers and Consent Solicitations will
only be distributed to eligible holders of Celgene Notes who complete
and return an eligibility form confirming that they are either a
“qualified institutional buyer” under Rule 144A or not a “U.S. person”
and outside the United States under Regulation S for purposes of
applicable securities laws. The complete terms and conditions of the
Exchange Offers and Consent Solicitations are described in the offering
memorandum and consent solicitation statement and related letter of
transmittal, copies of which may be obtained by contacting Global
Bondholder Services Corporation, the exchange agent and information
agent in connection with the Exchange Offers and Consent Solicitations,
at (866) 470-3900 (U.S. toll-free) or (212) 430-3774 (banks and
brokers). The eligibility form is available electronically at: https://gbsc-usa.com/eligibility/bristol-myers.
Holders of Celgene Notes that are not eligible holders will not be able
to receive such documents, but Bristol-Myers Squibb will make
alternative arrangements available, subject to applicable law. Such
holders should contact Global Bondholder Services Corporation to receive
information about arrangements available to them.

This press release does not constitute an offer to sell or purchase,
or a solicitation of an offer to sell or purchase, or the solicitation
of tenders or consents with respect to, any security. No offer,
solicitation, purchase or sale will be made in any jurisdiction in which
such an offer, solicitation or sale would be unlawful. The Exchange
Offers and Consent Solicitations are being made solely pursuant to the
offering memorandum and consent solicitation statement and letter of
transmittal and only to such persons and in such jurisdictions as are
permitted under applicable law.

The Bristol-Myers Squibb Notes offered in the Exchange Offers have
not been registered under the Securities Act of 1933, as amended, or any
state securities laws. Therefore, the Bristol-Myers Squibb Notes may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act of 1933, as amended, and any applicable state securities
laws.

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
identify these forward-looking statements by the fact that 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. These statements are likely to
relate to, among other things, statements about the consummation of the
Merger, projections as to the anticipated benefits thereof, the expected
timing of completion of the Exchange Offers and receipt of requisite
consents in the Consent Solicitations 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.

Important risk factors could cause actual future results and other
future events to differ materially from those currently estimated by
management, including, but not limited to, the risks that: the
completion of the Merger may not occur on the anticipated terms and
timing or at all; a condition to the closing of the Merger may not be
satisfied; the combined company will have substantial indebtedness
following the completion of the Merger; Bristol-Myers Squibb is unable
to achieve the synergies and value creation contemplated by the Merger;
Bristol-Myers Squibb is unable to promptly and effectively integrate
Celgene’s businesses; management’s time and attention is diverted on
transaction related issues; disruption from the transaction makes it
more difficult to maintain business, contractual and operational
relationships; the credit ratings of the combined company decline
following the Merger; legal proceedings are instituted against
Bristol-Myers Squibb, Celgene or the combined company; Bristol-Myers
Squibb, Celgene or the combined company is unable to retain key
personnel; and the announcement or the consummation of the Merger has a
negative effect on the market price of the capital stock of
Bristol-Myers Squibb and Celgene or on Bristol-Myers Squibb’s and
Celgene’s operating results.

Additional information concerning these risks, uncertainties and
assumptions can be found in Bristol-Myers Squibb’s and Celgene’s
respective filings with the Securities and Exchange Commission (the
“SEC”), including the risk factors discussed in Bristol-Myers Squibb’s
and Celgene’s most recent Annual Reports on Form 10-K, as updated by
their Quarterly Reports on Form 10-Q and future filings with the SEC.
Except as otherwise required by law, Bristol-Myers Squibb undertakes no
obligation to publicly update any forward-looking statement, whether as
a result of new information, future events or otherwise.

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