BRISTOL MYERS SQUIBB CO — Proxy Solicitation & Information Statement 2019

Mar 28, 2019

DFAN14A 1 dfan14a06297263_03282019.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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| BRISTOL-MYERS SQUIBB COMPANY |
| --- |
| (Name of Registrant as Specified in Its Charter) |
| STARBOARD VALUE LP STARBOARD VALUE AND OPPORTUNITY MASTER FUND
LTD STARBOARD VALUE AND OPPORTUNITY MASTER FUND
L LP STARBOARD VALUE AND OPPORTUNITY S LLC STARBOARD VALUE AND OPPORTUNITY C LP STARBOARD VALUE R LP STARBOARD VALUE L LP STARBOARD VALUE R GP LLC STARBOARD LEADERS VICTOR LLC STARBOARD LEADERS FUND LP STARBOARD VALUE A LP STARBOARD VALUE A GP LLC STARBOARD VALUE GP LLC STARBOARD PRINCIPAL CO LP STARBOARD PRINCIPAL CO GP LLC JEFFREY C. SMITH PETER A. FELD |
| (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |

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Starboard Value LP, together with the other participants named herein (collectively, "Starboard"), has filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission to be used to solicit votes against the issuance of shares of Common Stock, $0.10 par value per share, of Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), pursuant to the proposed merger with Celgene Corporation at the special meeting of stockholders of the Company.

Item 1: On March 28, 2019, Starboard issued the following press release and delivered a letter to shareholders of the Company, a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference:

Starboard MAILS LETTER TO ALL BRISTOL-MYERS sQUIBB SHAREHOLDERS

Starboard Asks Shareholders to NOT Allow Bristol-Myers to Bet the Company on a Highly-Risky and Likely Value-Destructive Acquisition

Believes Bristol-Myers Standalone Is a Safe Investment with a Reliable Dividend

Asks Shareholders to NOT Allow Bristol-Myers to Incur Substantial Debt to Buy Celgene’s Risky Pipeline

Believes the Proposed Acquisition of Celgene Is Not in the Best Interests of Bristol-Myers Shareholders and Urges All Shareholders to Vote AGAINST the Proposed Transaction

NEW YORK, NY - March 28, 2019 /PRNewswire/ -- Starboard Value LP (together with its affiliates, “Starboard”), a shareholder of Bristol-Myers Squibb Company (“Bristol-Myers” or the “Company”) (NYSE:BMY), today announced that it has mailed a letter to Bristol-Myers shareholders regarding the Company’s proposed merger with Celgene Corporation (the “Merger”), which it believes is ill-advised and not in the best interests of Bristol-Myers shareholders.

The letter is available for viewing at https://shareholdersforbristol.com/wp-content/uploads/2019/03/Letter-to-BMY-Shareholders-03.28.19.pdf

About Starboard Value LP

Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

Investor contacts:

Peter Feld, (212) 201-4878

Gavin Molinelli, (212) 201-4828

www.starboardvalue.com

Okapi Partners

Bruce H. Goldfarb/Patrick McHugh

(212) 297-0720

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Item 2: On March 28, 2019, the following material was posted by Starboard to www.shareholdersforbristol.com: