Starboard Value LP, a stockholder of Bristol-Myers Squibb Company(NYSE:BMY), today announced that it has mailed a letter to Bristol-Myers stockholders with an important message for stockholders to consider before voting on Bristol-Myers' proposed acquisition of Celgene Corporation in connection with the Company's Special Meeting of Stockholders scheduled to take place on April 12, 2019. Starboard has filed its preliminary proxy materials, including a BLUE proxy card, and expects to mail its proxy materials to stockholders in mid-March. Starboard notes, however, that any Bristol-Myers stockholders who may want to vote sooner can vote AGAINST the proposed acquisition on the proxy card being mailed by Bristol-Myers.

The full letter to Bristol-Myers stockholders is set forth below and is also available for viewing at www.shareholdersforbristol.com:

AN IMPORTANT MESSAGE FROM

STARBOARD VALUE LP

TO

FELLOW STOCKHOLDERS OF BRISTOL-MYERS SQUIBB COMPANY

We Do Not Believe the Proposed Merger with Celgene Is in the Best Interests of Bristol-Myers Stockholders

We Are Not the Only Investment Firm to Come Out Publicly Against This Ill-Advised Transaction

One of the Largest Holders of Bristol-Myers Common Stock Has Also Publicly Expressed Its Disapproval of This Proposed Transaction

Starboard Has Filed Preliminary Proxy Materials to Solicit Votes Against the Proposed Acquisition of Celgene

We Expect to Mail Proxy Materials and a BLUE Proxy Card by Mid-March and Urge All Bristol-Myers Stockholders to Vote Against the Deal

Dear Fellow Bristol-Myers Squibb Stockholders:

You may have already received a proxy statement and white proxy card from Bristol-Myers Squibb Company ("Bristol-Myers" or the "Company") in connection with its upcoming Special Meeting of Stockholders scheduled to take place on April 12, 2019 (the "Special Meeting"), at which you are being asked to vote on the issuance of shares of Bristol-Myers common stock pursuant to the proposed merger (the "Merger") with Celgene Corporation ("Celgene"). Starboard Value LP (together with its affiliates, "Starboard" or "we"), a stockholder of the Company, has recently filed preliminary proxy materials in opposition to the Merger with the Securities & Exchange Commission and expects to mail a proxy statement and BLUE proxy card to Bristol-Myers stockholders by mid-March.

STARBOARD STRONGLY URGES YOU TO VOTE AGAINST THE MERGER, WHICH YOU CAN DO NOW ON THE PROXY CARD BEING MAILED TO YOU BY BRISTOL-MYERS, OR ON THE BLUE PROXY CARD THAT STARBOARD EXPECTS TO BE MAILING TO YOU BY MID-MARCH.

It is important for you to understand that Starboard is not alone in our decisive position against this ill-advised Merger. Just last week, one of Bristol-Myers' largest institutional common stockholders also came out publicly to oppose the transaction.

As detailed in our February 28th open letter to stockholders, our conclusion that this transaction is ill-advised and not in the best interests of stockholders is based on five primary views:

1. Bristol-Myers is buying a company with a massive patent cliff – among the largest in pharmaceutical industry history – which we believe will serve as a major overhang on the Company's shares in the years to come. Based on our analysis, the patent cliff caused by REVLIMID alone will require Celgene to replace over 60% of its total revenue in the next 7 years.
2. We believe the Celgene pipeline is extremely risky and will continue to require significant research & development (R&D) funding. Bristol-Myers management's projections contemplate Celgene essentially rebuilding its entire current revenue base from its pipeline over the next 8 years, as essentially all of Celgene's marketed products lose patent protection over this timeframe. We believe this is an aggressive assumption and may not be realistic based on historical precedents.
3. The process and diligence timelines leading up to the announcement of the acquisition, as outlined in the Company's S-4, lead us to believe that this transaction was hastily construed and perhaps done to thwart potential strategic interest in Bristol-Myers. We believe that if the Company remains independent, it is quite possible that there may be strategic interest in Bristol-Myers at a substantial premium to the current stock price.
4. We believe Bristol-Myers' analysis of the financial merits of the transaction – specifically its allocation of value between Celgene's marketed products, the combined synergies, and the Celgene pipeline – is potentially misleading based on our diligence.
5. We believe there is a better path forward for Bristol-Myers, either as a more profitable standalone company with a more focused, lower-risk strategy, or in a potential sale of the whole Company.

The full February 28th open letter to Bristol-Myers stockholders can be viewed at the following link:
www.shareholdersforbristol.com.

Notice: Starboard's proxy card for the Special Meeting will be BLUE.

Who is Starboard?

Starboard, a stockholder of Bristol-Myers, is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. We invest in deeply undervalued companies and actively engage with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

Why are we seeking your vote?

We are seeking your vote because we believe the Merger is ill-advised and not in the best interest of Bristol-Myers stockholders. We believe there is a better path forward for Bristol-Myers.

When is the Special Meeting?

The Special Meeting is scheduled to be held on April 12, 2019 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, at 10:00 a.m., Eastern Time.

What Should I Do Now?

We urge you to vote against the Merger. You can do so by either voting the proxy card being mailed to you by Bristol-Myers, or, alternatively, you can wait until we mail you Starboard's BLUE proxy card around mid-March.

IMPORTANT

If your shares are held in street name only, your bank or broker can vote your shares only upon receipt of your specific instructions. Please contact the person responsible for your account and instruct them NOT to vote at this time.

If you have any questions or need further assistance, please contact Okapi Partners LLC at +1 (888) 785-6617 (Toll-Free) or by e-mail at info@okapipartners.com.

Thank you for your support.

Starboard Value LP

About Starboard Value LP

Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.