Pentwater Solicits Holders of Bristol-Myers Squibb Contingent Value Rights to Provide Consent to Replace Trustee

Pentwater Capital Management LP ("Pentwater"), one of the largest holders of the Contingent Value Rights (“CVR”) (NYSE: BMY-R) distributed as part of the merger of Bristol-Myers Squibb Company (“BMS”) (NYSE:BMY) and Celgene Corporation, wishes to notify all holders of the CVR of the opportunity to replace the current trustee in order to protect their current and future rights.

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Each CVR entitles its holder to receive $9.00 in cash if the FDA approves three BMS drugs by certain dates (“Milestones”). All three of these targets must be achieved for holders to receive the $9.00 of compensation. The first Milestone was met earlier this year, leaving two remaining: the approval of Liso-cel for the treatment of relapsed-refractory diffuse large B cell lymphoma by December 31, 2020, and the approval of “BB2121” for the treatment of relapsed/refractory multiple myeloma by March 31, 2021.

Pentwater wants to point CVR holders’ attention to the fact that BMS will likely take the position that the CVR agreement governing the relationship between CVR holders and BMS will automatically terminate if any of the Milestones are missed. BMS will likely argue this includes the provision to appoint a successor trustee. The trustee is a very important party to this agreement, as some actions that you may want to pursue as a holder of the CVR must be done through the trustee. Currently, the designated trustee for the CVR is EQ Shareholders Services, which also happens to be the stock transfer agent for BMS.

Pentwater believes that regardless of what actions CVR holders might wish to pursue in the future, it would best serve their interests to know that their rights will be represented by a trustee with no affiliation with BMS and with a reputation for effective representation of shareholders. To that end, Pentwater requests your consent to replace the current trustee with UMB Bank, which diligently represented the rights of the holders of the Genzyme/Sanofi CVR.

Time is of the essence. The Liso-cel milestone of December 31, 2020 is only weeks away. Consent from 50% of holders of the CVR is needed to appoint a successor trustee. UMB Bank has informed Pentwater that over 30% of the holders of the CVR have already reached out to UBM to act as successor trustee. However, we need consent from additional CVR holders to reach the 50% threshold.

Pentwater is concerned by several events that have occurred so far with the CVR. BMS received a major amendment in its Liso-cel application with the FDA and BMS received a refusal to file letter in response to its BB2121 application. These types of actions are very rare, they materially delayed the FDA approval of these life saving drugs, and Pentwater is unaware of BMS ever receiving a refusal to file letter in its modern history.

Hopefully, BMS can act with greater care so that no Milestone is missed and that both life-saving cancer therapies are approved and are available to late-stage cancer patients as soon as possible. However, CVR holders need to protect their rights in an adverse outcome. For this reason, Pentwater urges all CVR holders to execute the attached form to grant consent for the appointment of a successor trustee. Okapi Partners LLC is acting as Pentwater’s solicitation agent in this matter. Please reach out directly to Okapi who can assist you with completing the necessary forms to replace the current trustee.

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