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Bristol-Myers says Starboard nominated five directors, bought shares

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By Svea Herbst-Bayliss and Greg Roumeliotis

(Reuters) - Bristol-Myers Squibb Co said on Wednesday that activist hedge fund Starboard Value LP intends to nominate five directors to the U.S. drugmaker's board, one month after it announced a $74 billion deal to acquire peer Celgene Corp.

Reuters reported last week that Starboard was working with a proxy solicitor to gauge the level of support among Bristol-Myers shareholders for the Celgene deal. If it finds enough discontent, Starboard could agitate against it.

Bristol-Myers said Starboard informed the company it had bought roughly one million of its common shares. That is equivalent to a roughly $50 million stake, a small sliver of the company's $84 billion market capitalization.

Starboard has submitted regulatory filings that would allow it to acquire additional stock. In the meantime, its small position in Bristol-Myers' stock and its proposed director slate give the fund the option to explore other changes at the company.

"Starboard Value sent Bristol-Myers Squibb a notice of nomination in connection with Bristol-Myers Squibb's 2019 annual meeting of stockholders," Bristol said in a regulatory filing on Wednesday, adding that the hedge fund proposed five directors, including Starboard co-founder Jeffrey Smith.

Besides Smith, the hedge fund proposed the following as directors: pharmaceutical industry veteran Janet Vergis; James Tyree, an adviser to Starboard; healthcare and technology veteran Steven Shulman; and John Leonard, who had been chief scientific officer at global pharmaceutical company AbbVie.

The hedge fund asked to speak with Bristol-Myers management when it submitted its nomination notice and also requested that any meetings and its notice be kept confidential. Bristol said the two sides have met "on multiple occasions."

Bristol-Myers shareholders will vote on the Celgene deal in April.

Starboard did not respond to requests for comment on Wednesday.

Bristol-Myers shares dipped 0.5 percent to $51.09.

The presence of an activist investor can encourage potential deal interlopers to step in. However, no rival suitor has so far emerged publicly, either for Bristol-Myers or for Celgene.

Starboard has a track record of opposing deals. It tried to block Virginia-based meat giant Smithfield Foods' sale to Chinese company Shuanghui International in 2013, as well as aircraft component maker Rockwell Collins Inc's acquisition of B/E Aerospace two years ago. Both deals were done.

(Reporting by Svea Herbst-Bayliss in Boston and Greg Roumeliotis in New York; Editing by Jeffrey Benkoe)