Frequently Asked Questions regarding the Bristol-Myers Squibb Securities Litigation- Civil Action No (SRC)

Transcription

1 Frequently Asked Questions regarding the Bristol-Myers Squibb Securities Litigation- Civil Action No (SRC) This page provides short answers to class members' most frequently asked questions. The answers provided here are a summary. This is not intended to be a complete explanation of your rights. For full and complete information, you should completely read the Notice of Pendency and Proposed Settlement of Class Action (the Notice ). 1. Am I being sued? 2. Why did I get the Notice? 3. What is this lawsuit about? 4. How do I know if I am part of the settlement? 5. What recovery does the settlement provide? 6. Why is there a Settlement? 7. What do I have to do to participate in this settlement? 8. How much will my payment be? 9. Do I have a lawyer in this case? 10. How will the lawyers be paid? 11. How can I exclude myself from the Class? 12. What happens if I exclude myself? 13. Can I object to the settlement? 14. When and where will the Court hold a hearing to decide whether or not to approve the Settlement? 15. May I speak at the hearing? 16. What happens if I do nothing? 17. How do I get more information? 18. What if I bought shares on someone else s behalf? 19. Whom should I contact if I have questions? 1. Am I being sued? A: No, you are not being sued. 2. Why did I get the Notice? A: You or someone in your family may have purchased common stock of Bristol-Myers Squibb Company ( BMS, Bristol-Myers Squibb or the Company ), during the period from October 19, 1999, through March 20, 2002, inclusive. The Court sent you this Notice because, as a potential Class Member, you have a right to know about the proposed Settlement of the claims asserted in this Class Action and your options before the Court determines whether to approve the Settlement. If the Court approves the Settlement, after objections and appeals are resolved, a claims administrator (the Claims Administrator ) will make payments pursuant to the Settlement. You may have previously been mailed a similar claim packet in 2004 for a different securities class action settlement involving Bristol-Myers, which was pending before a federal court in New York. The purpose of the Notice is to inform you of a different class action pending before a federal court in New Jersey. This settlement involves different claims, different rights, and a distinct settlement fund for which you may be eligible to participate.

2 3. What is this lawsuit about? A: The Action alleges, among other things, that during the Class Period, Defendants issued materially false and misleading press releases and other statements regarding Vanlev and BMS s financial condition in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder. 4. How do I know if I am part of the settlement? A: Except for persons excluded from the Class by definition, you are a Class Member if you purchased the common stock of BMS during the period from October 19, 1999 through March 20, The Class Definitions generally exclude the defendants in the action and persons and entities related to the Defendants. If you still are not sure if you are included, you can call 1 (888) for more information. 5. What recovery does the settlement provide? A: BMS has agreed to pay $185,000,000 (one hundred eighty-five million dollars) in cash. Attorneys fees, Litigation Expenses, notification costs, administration costs and certain Taxes and Tax Expenses incurred by the Settlement Fund itself will be deducted from these settlement proceeds and the balance will be distributed to the Class. 6. Why is there a Settlement? A: Under the proposed Settlement, the Court will not decide the merits of the Action in favor of either the Lead Plaintiff or the Defendants. By agreeing to a Settlement, both the Lead Plaintiff and the Defendants avoid the costs and risks of litigating the Action. By accepting the Settlement, Class Members will be compensated immediately. In light of the amount of the Settlement and the immediacy of recovery to the Class, Lead Plaintiff believes that the proposed Settlement is fair, reasonable and adequate and in the best interest of Class Members. Lead Plaintiff believes that the Settlement provides a substantial benefit, namely at least $185 million in cash, less the various deductions described in this Notice, as compared to the risk that the Class might obtain a similar or a smaller recovery, or even no recovery at all, after years of protracted litigation. 7. What do I have to do to participate in this Settlement? A: If you wish to remain a Class Member, you may be eligible to share in the proceeds of the Settlement, provided that you submit an acceptable Proof of Claim Form by the deadline. Extra copies of the Proof of Claim Form are available from the Claims Administrator at the address noted below or may be downloaded from Plaintiffs Lead Counsel s website at The Proof of Claim Form must be supported by the documents specified in the Proof of Claim Form. However, if you previously submitted an eligible Proof of Claim Form for the Bristol-Myers Squibb Securities Litigation which was pending before a federal court in New York, you will receive a claim packet with a pink cover letter indicating that you need only to sign the form where indicated on pages 4 and 5 and send it to the Claims Administrator postmarked no later than June 30, If you did not submit a claim form for the New York settlement, or you filed a claim form that was wholly deficient or otherwise ineligible to

3 participate in the New York settlement, you will receive a claim packet with a yellow cover letter indicating you must submit a claim form in its entirety postmarked no later than June 30, If your broker mailed you a claim packet without a cover letter, and you did not receive a claim packet with a pink cover letter directly from the Claims Administrator, then you must submit a Proof of Claim Form completed in its entirety postmarked no later than June 30, 2006 to participate in this Settlement. 8. How much will my payment be? A: After approval of the Settlement by the Court and upon satisfaction of the other conditions to the Settlement, the Net Settlement Fund (the Settlement Fund less any taxes and administration costs) will be distributed to Authorized Claimants in accordance with the Plan of Allocation as described in the Notice. Because the size of your claim will depend on the number of claims submitted, it will not be possible to determine the size of each claim before distribution. 9. Do I have a lawyer in this case? A: The Court appointed the law firms of: Thomas A. Dubbs James W. Johnson LABATON SUCHAROW & RUDOFF LLP 100 Park Avenue, 12 th Floor New York, NY Allyn Z. Lite Joseph J. DePalma Alberto Rivas LITE DEPALMA GREENBERG & RIVAS, LLC Two Gateway Center, 12th Floor Newark, NJ If you want to be represented by your own lawyer, you may hire one at your own expense, and you may appear in this litigation with your own counsel. 10. How will the lawyers be paid? A: At the Settlement Fairness Hearing, Plaintiffs Lead Counsel intends to apply for an award of attorneys fees and expenses not to exceed 20% of the Settlement Fund. The fee requested by Plaintiffs Lead Counsel would compensate Plaintiffs counsel for its efforts in achieving the Settlement for the benefit of the Settlement Class and for its risk in undertaking this representation on a contingency basis. The fee requested is within the range of fees awarded to plaintiffs counsel under similar circumstances in litigation of this type. The Court will determine the actual amount of the award. 11. How can I exclude myself from of the Settlement Class? A: If you do not want to remain a member of the Class and/or if you want to keep any rights you may have, then you must take steps to remove yourself from the Settlement Class by April 27, This is called excluding yourself or is sometimes referred to as opting out of the class. To exclude yourself from the Settlement Class, you must send a letter by mail saying that you want to be excluded from the Class, as detailed in the Notice. Your letter must be signed and clearly indicate your name, address, daytime telephone number and that you request exclusion from the Class in the Bristol-Myers Squibb Securities Litigation, Civil Action No

4 (SRC). You must also provide the date(s), price(s), and number(s) of shares purchased (and sold, if any). You must mail your written exclusion request postmarked no later than April 27, 2006 to: Bristol-Myers Squibb Securities Litigation EXCLUSIONS c/o The Garden City Group, Inc. P.O Box 9000 #6399 Merrick, NY EXCLUSION MUST BE SENT VIA MAIL. YOU CANNOT EXCLUDE YOURSELF BY TELEPHONE OR What happens if I exclude myself? A: By excluding yourself, you will not be entitled to share in the Settlement Fund. Also, if you choose to exclude yourself, you cannot object to the Settlement. You will not be legally bound by anything that happens in the Action if you choose to be excluded, and you may be able to sue or arbitrate against the Settling Defendants in your own action in the future. 13. Can I object to the settlement? A: Yes, any Class Member who does not request exclusion by April 27, 2006 can object to the settlement and may appear at the Settlement Fairness Hearing and be heard on any of the matters to be considered at the Settlement Fairness Hearing. However, objection or opposition must be made in writing, served and filed, together with copies of all other papers and briefs to be submitted to the Court at the Settlement Fairness Hearing including proof of all purchases and sales of BMS common stock during the Class Period by April 27, The Court may then consider your views. To object you must file all objection papers with the Clerk of the Court by April 27, 2006 and send copies of all your objection papers to the attorneys for the Parties on the same day you file them, by hand delivery or overnight mail. Be sure to include your name, address, telephone number and your signature. Deliver your objection papers to the addresses listed below no later than April 27, 2006: 1) Court: Clerk of the Court United States District Court District of New Jersey CLARKSON S. FISHER BUILDING & U.S. COURTHOUSE 402 East State Street Trenton, NJ 08608

5 2) Lead Counsel for Plaintiff and the Class: Thomas A. Dubbs James W. Johnson Nicole M. Zeiss LABATON SUCHAROW & RUDOFF LLP 100 Park Avenue New York, NY ) Liaison Counsel for Lead Plaintiff and the Class: Allyn Z. Lite Joseph J. DePalma Alberto Rivas LITE DEPALMA GREENBERG & RIVAS, LLC Two Gateway Center, 12 th Floor Newark, NJ ) Attorneys for Defendants Bristol-Myers Squibb Company, Peter R. Dolan, Charles A. Heimbold, Jr. and Peter S. Ringrose: William J. O Shaughnessy David R. Kott MCCARTER & ENGLISH Four Gateway Center 100 Mulberry Street Newark, NJ Evan R. Chesler Stephen S. Madsen David R. Marriott David Greenwald CRAVATH, SWAINE & MOORE LLP Worldwide Plaza 825 Eighth Avenue New York, NY If you object, you do not have to come to Court to speak about it, but you may, if you wish to, at your own expense. Or you may ask your lawyer to attend for you at your own expense. If you wish to speak at the Settlement Fairness Hearing, you must indicate this intention in your written objection, as detailed in the Notice.

6 14. When and where will the Court hold a hearing to decide whether or not to approve the Settlement? A: The Settlement Fairness Hearing will be held at 10:30 a.m. on May 11, 2006 before the Honorable Stanley R. Chesler, in the United States District Court for the District of New Jersey, Clarkson S. Fisher Building & U.S. Courthouse, Courtroom 5E, 402 East State Street, Trenton, New Jersey At this hearing, the Court will consider: whether the proposed Settlement is fair, reasonable and adequate and should be approved by the Court; whether the claims against the Defendants should be dismissed with prejudice as set forth in the Stipulation and Agreement of Settlement; whether the proposed Plan of Allocation is fair and reasonable and should be approved; and whether the application by Plaintiffs Lead Counsel for an award of attorneys fees and reimbursement of litigation expenses should be approved. 15. May I speak at the hearing? A: You may ask the Court for permission to speak at the Settlement Fairness Hearing. To do so, you must state in your written objection, described above, that it is your intention to appear at the In re Bristol-Myers Squibb Securities Litigation, Civil Action No (SRC) Settlement Hearing. If you want to present evidence at the Settlement Fairness Hearing, you must identify in your written objection any witnesses you may seek to call and exhibits you may seek to introduce. 16. What happens if I do nothing? A: If you are a member of the Class and choose to do nothing, you remain eligible to receive a payment. You will be legally bound by anything that happens in the Action. Unless you exclude yourself from the Class, you may not be able to sue or arbitrate against the Settling Defendants in the Action in the future. 17. Can I see the Court file? For a more detailed statement of the matters involved in the Action, you are referred to the papers on file in the Action, including the Stipulation and Agreement of Settlement, which may be inspected during regular office hours at the Office of the Clerk, United States District Court for the District of New Jersey, Clarkson S. Fisher Building & U.S. Courthouse, 402 East State Street, Trenton, New Jersey What if I bought shares on someone else s behalf? A: If you purchased BMS common stock during the Class Period for the beneficial interest of a person or organization other than yourself, you are directed to provide the Claims Administrator with lists of the names and last known addresses of the beneficial owners for whom you have purchased Bristol-Myers Squibb common stock during the Class Period within seven (7) days of receipt of the Notice, or to request additional copies of the Notice and Proof of Claim Form within seven (7) days of receipt of the Notice. If you elect to send the Notice and Proof of Claim Form to beneficial owners, you are directed to mail the Notice and Proof of Claim Form within seven (7) days of receipt of the copies of the Notice from the Claims Administrator, and, upon such mailing, you shall send a statement to the Claims Administrator confirming that the mailing was made as directed. You shall be reimbursed from the Settlement Fund upon receipt by the Claims Administrator of proper documentation for the reasonable expenses of sending the Notices and Proof of Claim Forms to the beneficial owners. If you choose to follow

7 the first alternative, you must retain the list of names and addresses so that it will be available for use in connection with future notice to the Class. Copies of the Notice may also be obtained from the Claims Administrator or may be downloaded from Plaintiffs Lead Counsel s website at Whom should I contact if I have questions? A: All inquiries concerning the Notice or the Proof of Claim Form or any questions regarding the Settlement should be directed to the Claims Administrator or Plaintiffs Lead Counsel: Bristol-Myers Squibb Securities Litigation c/o The Garden City Group, Inc. Claims Administrator P.O. Box 9000 #6399 Merrick, NY Toll Free: (888) Thomas A. Dubbs James W. Johnson LABATON SUCHAROW & RUDOFF LLP 100 Park Avenue, 12 th Floor New York, NY Toll Free: (888)