Acquisition FAQs for Celgene shareholders

Please contact our information agent, EQ Shareowner Services at 1-833-503-4131.

Each Celgene share you hold was exchanged for:

• 1 share of Bristol Myers Squibb common stock (NYSE: BMY)
• $50 cash
• 1 CVR (NYSE: BMYRT)

Your receipt of the merger consideration in the merger generally will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local, non-U.S., or other tax laws. Further, information about the material U.S. federal income tax consequences of the merger to holders of Celgene common stock, including information regarding the calculation of taxable gain or loss for U.S. shareholders in connection with the merger, is included in the registration statement on Form S-4 filed by Bristol Myers Squibb in connection with the transaction under the heading “Material U.S. Federal Income Tax Consequences.” You should read that disclosure and also consult with your personal tax advisor to determine the particular tax consequences to you of the receipt of merger consideration.

The total amount of merger consideration is generally taxable under U.S. federal income taxes due to the structure of the transaction. 

Yes. As a result of the merger, each Celgene common share (other than shares held by stockholders who validly perfect appraisal rights under Delaware law), was automatically canceled and converted into the right to receive the Merger Consideration:

• 1 share of Bristol Myers Squibb common stock (NYSE: BMY)
• $50 cash
• 1 CVR (NYSE: BMYRT)

The Celgene shares were delisted from the NASDAQ stock exchange and are no longer trading.

If you own some or all of your Celgene shares through a financial institution or broker:

• Please contact your financial institution or broker directly.

If you own some or all of your Celgene shares in certificated form:

• The exchange agent will send you a letter of transmittal with instructions explaining how to exchange shares of Celgene common stock for the merger consideration which includes shares of Bristol Myers Squibb common stock, CVRs and cash. You must complete and return the letter along with all of your share certificates.
• Payment of the merger consideration will be made only after the surrender of your certificates as described in the letter of transmittal.
• The exchange agent will send you a pre-addressed envelope for you to use for this purpose. You will need to pay the postage when you return your letter of transmittal. We recommend that you make photocopies of the documents and mail the originals to the exchange agent by registered mail, return receipt requested. Retain the receipt and photocopies until the exchange is complete.
• If you have not received a letter of transmittal, please contact EQ, who serves as our exchange agent.

If you own some or all of your Celgene shares are in book-entry form:

• If you were listed on the books of Celgene’s transfer agent as a registered shareholder and held all of your Celgene shares in book-entry form, the exchange agent automatically created a book-entry account for you and electronically credited your account with shares of Bristol Myers Squibb common stock. You will receive a statement reporting the number of shares of Bristol Myers Squibb common stock you received in the merger and a statement reporting the applicable number of CVRs.
• For the cash portion of the merger consideration, payment will be made available via check from the exchange agent.
• If you have not received a book-entry statement, please contact EQ, who serves as our exchange agent.

If you cannot locate some or all of the share certificates for Celgene shares you own in certificated form, check the applicable box on the letter of transmittal. Please review the letter of transmittal for additional information regarding lost stock certificates.

You will receive a separate letter of transmittal for each account in which you own Celgene shares in certificated form. You must complete and submit each letter of transmittal that you receive, along with the appropriate certificates.