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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 2.01. |
Completion of Acquisition or Disposition of Assets.
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Item 9.01. |
Financial Statements and Exhibits.
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(a) |
Financial Statements of Businesses Acquired.
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(b) |
Pro Forma Financial Information.
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(d) |
Exhibits
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Exhibit
No.
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Description
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23.1
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Consent of KPMG LLP, independent registered public accounting firm of Celgene Corporation.
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99.1
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The historical audited consolidated financial statements and financial statement schedule of Celgene Corporation as of December 31, 2018 and 2017 and for each of
the years in the three-year period ended December 31, 2018, the notes related thereto and the related reports of KPMG LLP, Celgene’s independent registered public accounting firm.
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99.2
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The unaudited condensed consolidated financial statements of Celgene Corporation and related notes for the nine-months ended September 30, 2019.
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99.3
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Unaudited pro forma condensed combined financial information of Bristol-Myers Squibb Company, giving effect to the acquisition of Celgene Corporation and Celgene Corporation’s
disposition of the OTEZLA® (apremilast) product line, which includes the unaudited pro forma condensed combined balance sheet as of September 30, 2019, the unaudited pro forma condensed combined statements of earnings for the
year ended December 31, 2018 and for the nine-months ended September 30, 2019, and the notes related thereto.
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104
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The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
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Exhibit
No.
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Description
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Consent of KPMG LLP, independent registered public accounting firm of Celgene Corporation.
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The historical audited consolidated financial statements and financial statement schedule of Celgene Corporation as of December 31, 2018 and 2017 and for each of
the years in the three-year period ended December 31, 2018, the notes related thereto and the related reports of KPMG LLP, Celgene’s independent registered public accounting firm.
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The unaudited condensed consolidated financial statements of Celgene Corporation and related notes for the nine-months ended September 30, 2019.
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Unaudited pro forma condensed combined financial information of Bristol-Myers Squibb Company, giving effect to the acquisition of Celgene Corporation and Celgene Corporation’s
disposition of the OTEZLA® (apremilast) product line, which includes the unaudited pro forma condensed combined balance sheet as of September 30, 2019, the unaudited pro forma condensed combined statements of earnings for the
year ended December 31, 2018 and for the nine-months ended September 30, 2019, and the notes related thereto.
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104
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The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
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BRISTOL-MYERS SQUIBB COMPANY
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Dated: February 5, 2020
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By:
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/s/Katherine R. Kelly
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Name:
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Katherine R. Kelly
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Title:
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Corporate Secretary
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