BRISTOL MYERS SQUIBB CO — Proxy Solicitation & Information Statement 2019

Mar 19, 2019

DFAN14A 1 dfan14a06297263_03192019.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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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 19, 2019, Starboard issued the following press release:

Starboard Issues Investor Presentation Opposing Bristol-Myers SQUIBB'S Ill-Advised Proposed Acquisition of Celgene

Mails Definitive Proxy Materials and a BLUE Proxy Card for Shareholders to Vote AGAINST the Proposed Transaction at the Upcoming Special Meeting

Believes the Proposed Merger with Celgene is Not in the Best Interests of Bristol-Myers Shareholders and Urges All Shareholders to Reject the Proposed Transaction

NEW YORK, NY - March 19, 2019 /PRNewswire/ -- Starboard Value LP (together with its affiliates, “Starboard”), a stockholder of Bristol-Myers Squibb Company (“Bristol-Myers” or the “Company”)(NYSE:BMY), today announced that it has issued an investor presentation opposing 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. Starboard also announced today that it has mailed definitive proxy materials and a BLUE proxy card in connection with the Company’s Special Meeting of Shareholders scheduled to take place on April 12, 2019, at which Bristol-Myers shareholders will vote on the issuance of shares of Bristol-Myers common stock pursuant to the Merger.

The investor presentation and definitive proxy materials are available for viewing at www.shareholdersforbristol.com.

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 19, 2019, the following materials were posted by Starboard to www.shareholdersforbristol.com:

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