Bristol-Myers Squibb Company Common Stock (NYSE: BMY)
On January 3, 2019, BMS and Celgene agreed to a merger under which Celgene shareholders would receive $50 in cash, one share of BMS common stock, and one CVR for each share of Celgene common stock. Each CVR would provide holders a contingent right to receive $9 in cash if certain milestones were reached, which consisted of FDA approval of three applications by certain deadline dates. On January 1, 2021, BMS announced that one of the deadlines had not been met and terminated the CVRs.
The lawsuit charges BMS with failing to take diligent efforts to meet the milestones, as required by the CVR agreement, in order to avoid paying the CVR buyout. As a result, the statements in the Joint Proxy concerning the efforts BMS would make to meet the milestones, the likelihood that the milestones would be met and the purported value of the CVRs were materially false and misleading when made.