We are investigating Bristol-Myers Squibb Company (BMY.RT) (“BMS” or the “Company”) for potential violations of the federal securities laws.
On November 20, 2019, BMS issued a press release announcing the completion of its merger with Celgene Corporation (“Celgene”). Under the terms of the merger, Celgene shareholders received for each Celgene share: 1.00 share of Bristol-Myers Squibb common stock; $50.00 in cash without interest; and one tradeable Contingent Value Right (“CVR”). BMS’s press release advised investors that each CVR “will entitle the holder to receive a payment of $9.00 in cash if certain future regulatory milestones are achieved.” On November 21, 2019, the CVRs began trading on the New York Stock Exchange under the ticker symbol “BMY.RT.” On May 6, 2020, BMS issued a press release announcing, in relevant part, that “the U.S. Food and Drug Administration (FDA) has extended the action date by three months for the biologics license application (BLA) for lisocabtagene maraleucel (liso-cel), a CD19-directed chimeric antigen receptor (CAR) T cell therapy for the treatment of adults with relapsed or refractory (R/R) large B-cell lymphoma after at least two prior therapies. The new Prescription Drug User Fee Act (PDUFA) action date set by the FDA is November 16, 2020.” Then, on May 13, 2020, BMS issued a press release announcing receipt of “a Refusal to File letter from the U.S. Food and Drug Administration (FDA) regarding the Biologics License Application (BLA) for idecabtagene vicleucel (ide-cel; bb2121) for patients with heavily pre-treated relapsed and refractory multiple myeloma, which was submitted in March 2020.” Following each of the foregoing disclosures, the value of BMS’s tradeable CVRs fell sharply, damaging investors.