Bristol-Myers Squibb to Get Celgene to Make a Premier Innovative Biopharma Company

NEW YORK & SUMMIT, N.J. – ( BUSINESS WIRE ) – Bristol-Myers Squibb Company (NYSE: BMY) and Celgene Corporation
(NASDAQ: CELG) announced today that they have made a final
merger agreement under which Bristol-Myers Squibb will acquire Celgene
in a cash and share transaction with an equity value of approx.
$ 74 billion. According to the agreement, Celgen will shareholders
receive the 1.0 Bristol-Myers Squibb share and $ 50.00 cash for each share
by Celgene. Celgene shareholders will also receive a trade
Any Value Right (CVR) for each Celgene share that will
give the right to receive a payment to achieve the future
regulatory milestones. The board of both companies has
approved the combination.

The transaction will create a leading focused specialty biopharma
The company is well positioned to meet the needs of patients with cancer,
inflammatory and immunological disease and cardiovascular disease throughout
high-quality innovative medicines and leading scientific capabilities.
With complementary focus areas, the combined company will operate
with global reach and scale, maintaining the speed and agility that are
the core of each company's strategic approach.

Based on the closing price of the Bristol-Myers Squibb share of $ 52.43 on
January 2, 201[ads1]9, the cash and share receipt to be received by
Celgene shareholders at closing are valued at $ 102.43 per Celgene share
and a CVR (as described below). When you're done, Bristol-Myers Squibb
The shareholders are expected to own approximately 69 per cent of
The company and the Celgen shareholders are expected to own approximately 31

" Together with Celgene, we create an innovative biopharma leader,
with leading franchise and a deep and wide pipeline that will run
sustainable growth and providing new opportunities for patients over a range
of serious diseases, "said Giovanni Caforio, M.D., Chairman and Chief Executive Officer
CEO of Bristol-Myers Squibb. " As a combined entity, we
will strengthen our management positions throughout our portfolio, including in
cancer and immunology and inflammation. We will also benefit from one
Extended early and late stage pipeline that includes six expected
Useful product launches. Together, our pipeline is significant
promise for patients so that we can accelerate new opportunities through a
broader range of groundbreaking technologies and discovery platforms. "

Dr. Caforio continued, " We are impressed with what Celgene has
achieved for patients and we look forward to welcoming Celgene
staff at Bristol-Myers Squibb. Our new company will continue
Strong patient focus that is at the heart of both companies' mission to create
a shared organization with a goal to discover, develop and
delivers innovative medicines to patients with severe diseases. We
are confident that we will drive value for shareholders and create
opportunities for employees. "

" For over 30 years, Celgen's commitment to leading innovation
allowed us to deliver life-changing treatments to patients in areas of
Highly unmet needs. Combining with Bristol-Myers Squibb we deliver
immediate and substantial value to Celgene's shareholders and offer
them meaningful participation in the long-term growth opportunities
created by the combined company, says Mark Alles, chairman and chairman
Daily manager of Celgene. " Our employees should be incredibly proud
of what we have achieved together and happy with the opportunities
ahead of us when we go with Bristol-Myers Squibb, where we can move on
Improve our mission for patients. We look forward to working with you
The Bristol-Myers Squibb team we bring our two companies together. "

Competitive strategic benefits

  • Leading franchise with complementary product portfolios
    improved scale and balance.
    The combination creates:

    • Leading oncology franchise in both solid tumors and hematologic
      malignancies led by Opdivo and Yervoy as well as Revlimid and
    • A top five immunology and inflammation franchise led by Orencia
      and Otezla; and
    • The # 1 cardiovascular franchise led by Eliquis.

The combined company wants nine products with more than $ 1 billion
in annual sales and significant potential for growth in the core disease
areas of oncology, immunology and inflammation and cardiovascular

  • Useful launch opportunities representing over $ 15
    billion in the sales potential. The overall company wants six
    Expected nearby product launches:

    • Two in immunology and inflammation, TYK2 and ozanimod; and
    • Four in hematology, luspatercept, liso-cell (JCAR017), bb2121 and

These launches utilize the two combined commercial capabilities
companies and will expand and improve Bristol-Myers Squibbs market
position with innovative and differentiated products. This is in
addition to a significant number of life cycle management registers
readouts expected in immuno-oncology (IO).

  • Early phase pipeline builds sustainable platform for growth. Den
    Combined company will have a deep and varied early phase pipeline
    across solid tumors and hematological malignancies, immunology and
    inflammation, cardiovascular disease and exploitation of fibrotic disease
    combined strength in innovation. Early phase pipeline includes 50
    high potential assets, many with important data readings in
    short term. With a significantly improved early-phase pipeline,
    Bristol-Myers Squibb will be well positioned for long-term growth and
    significant value creation.
  • Powerful combination discoveries with world-class expertise
    in a wide range of modalities.
    Together, the company will have
    expanded innovation opportunities in small molecule designs,
    biological / synthetic biologists, protein homeostasis, antibody
    engineering and cell therapy. Furthermore, strong external
    partnerships provide access to several modalities.

Forceful economic benefits

  • Strong yield and significant immediate EPS growth. Den
    The transaction's internal return is expected to be good in excess
    of Celgen's and Bristol-Myers Squibb's capital cost. The
    combination is expected to be more than 40 percent accretive to
    Bristol-Myers Squibbs EPS on a standalone basis in the first full
    years after the end of the transaction.
  • Strong balance and cash flow generation to enable significant
    investment in innovation.
    With more than $ 45 billion expected
    Free cash flow generation over the first three years
    After completion, the company is committed to maintaining strong
    Investment Class Quality Score while continuing your dividend policy
    in favor of the shares in Bristol-Myers Squibb and Celgene.
    Bristol-Myers Squibb will also have significant financial flexibility
    to realize the full potential of the improved late and early stages
  • Significant cost synergies. Bristol-Myers Squibb expects to
    Realize cost synergies of around NOK 2.5 billion by 2022.
    Bristol-Myers Squibb is confident that it will achieve efficiency across the board
    organization, while maintaining a strong, central commitment to
    innovation and deliver the value of the portfolio.

Terms and financing

Based on the closing price of the Bristol-Myers Squibb share on January 2,
2019, the cash and stock receipt that Celgene will receive
Shareholders are valued at $ 102.43 per share. Cash and shares
the consideration represents an approximately 51 percent premium to Celgene
shareholders based on the 30-day volume-weighted average closing stock
the price of Celgene before signing and about 54 percent
premium to Celgene shareholders based on closing price on
Celgene on January 2, 2019. Each share will also receive a trade
CVR, which gives the right to receive a one-off potential
payment of $ 9.00 in cash by FDA approval of all three of ozanimod (city
December 31, 2020), liso-cell (JCAR017) (by 31 December 2020) and bb2121
(by March 31, 2021), in each case for a specified indication.

The transaction is not subject to a financing condition. Cash
Part will be funded through a combination of cash on hand and debt
financing. Bristol-Myers Squibb has fully committed debt
financing from Morgan Stanley Senior Funding, Inc. and MUFG Bank, Ltd.
Following the completion of the transaction, Bristol-Myers expects Squibb
that substantially all the debts in the merged company will be par

accelerated stock purchase program

Bristol-Myers Squibb expects an accelerated share buyback
Program up to about $ 5 billion, subject to closure
transaction, market conditions and board approval.

Corporate Governance

After the completion of the transaction, Dr. Caforio continues
act as chairman of the board and CEO of
company. Two members from Celgen's board will be added to the board
Board members of Bristol-Myers Squibb. The entire company will continue to
has a strong presence throughout New Jersey.

Approvals and timeouts for closing

The transaction is subject to approval by Bristol-Myers Squibb and
Celgene shareholders and satisfaction with regular closure
terms and regulatory approvals. Bristol-Myers Squibb and Celgene
Expect to complete the transaction in Q3 2019.


Morgan Stanley & Co. LLC serves as leading financial advisor for
Bristol-Myers Squibb and Evercore and Dyal Co. LLC serves that
financial advisers to Bristol-Myers Squibb. Kirkland & Ellis LLP is
serve as Bristol-Myers Squibb's legal advisor. J.P. Morgan Securities
LLC acts as a leading financial advisor and Citi acts as a financial adviser
advisor to Celgene. Wachtell, Lipton, Rosen & Katz act as legal
advice for Celgene.

Bristol-Myers Squibb 2019 EPS Guide

In a separate press release issued today, Bristol-Myers announced Squibb
its 2019 EPS guide for the entire 2019, which is available at
The Investor Relations section of the Bristol-Myers Squibb website at

Conference Call

Bristol-Myers Squibb and Celgene are organizing a conference call today
At 8:00 ET to discuss the transaction. The conference call can be
reached by calling (800) 347-6311 (USA / Canada) or (786) 460-7199
(International) and gives the password 4935567. A replay of the call
will be available from January 3, 2019 to January 17, 2019 by calling
(888) 203-1112 (U.S. / Canada) or (719) 457-0820 (International) and
gives the password 4935567.

A live webcast of the conference call will be available on the investor
the relationship section on each company's website at Bristol-Myers Squibb
and Celgene

Presentation and infographic

Associated presentation materials and an infographic about
The transaction will be available on the investor relations section of each
the company's website at Bristol-Myers Squibb
and Celgene
and a joint transaction website at

About Bristol-Myers Squibb

Bristol-Myers Squibb is a global biopharmaceutical company whose mission is
is discovering, developing and delivering innovative medicines that help
patients have serious illnesses. For more information on
Bristol-Myers Squibb, visit us at or
follow us on LinkedIn,
Twitter ,
and Facebook.

About Celgene

Celgene Corporation, headquartered in Summit, New Jersey, is one
integrated global biopharmaceutical company primarily engaged in
discovery, development and commercialization of innovative therapies
treatment of cancer and inflammatory diseases throughout
next-generation solutions in protein homeostasis, immuno-oncology,
epigenetics, immunology and neurology. For more information,
please visit
Follow Celgene on Social Media: @Celgene ,
tortured ~~ POS = TRUNC,
and YouTube

Important information for investors and shareholders

This communication does not constitute an offer to sell or
request for offer to buy any securities or a request for some
vote or approval. It does not constitute a prospectus or prospectus
equivalent document. No offer of securities should be made except
Procedures for a prospectus that meets the requirements of Section 10 of the United States
The Securities Act of 1933, with change.

In connection with the proposed transaction between Bristol-Myers Squibb
The company ("Bristol-Myers Squibb") and Celgene Corporation ("Celgene"),
Bristol-Myers Squibb and Celgene will archive relevant materials
Securities and Exchange Commission ("SEC"), including a
Bristol-Myers Squibb registration form on Form S-4 that will
Include a common proxy statement by Bristol-Myers Squibb and Celgene as
also a prospectus by Bristol-Myers Squibb, and a final
joint authorization statement / prospectus will be sent to shareholders by
Bristol-Myers Squibb and Celgene. INVESTORS AND SAFETY HOLDERS OFF
Carefully and in full when they become available because they
MUST CONTAIN IMPORTANT INFORMATION. Investors and security holders will
could get free copies of the registration statement and
common proxy task / prospect (when available) and other documents
filed with the SEC by Bristol-Myers Squibb or Celgene through
The site is maintained by the SEC at
Copies of the documents filed with the SEC by Bristol-Myers Squibb will
be available for free at Bristol-Myers Squibbs website
under the "Investors" tab and under the heading "Financial Reporting"
and sub-heading "SEC Filings" or by contacting Bristol-Myers Squibb
Investor Relations Department at
Copies of the documents filed with the SEC by Celgene will be available
free on Celgen's website at
under the "Investors" tab and under the heading "Financial information"
and sub-heading "SEC Filings" or by contacting Celgens Investor
Relationship department at

Some Participant Information

Bristol-Myers Squibb, Celgene, and their respective directors and
executive officers can be considered participants in the call to
proxies associated with the proposed transaction. Information about
The board and managing officers of Bristol-Myers Squibb are set
presented in its annual report on Form 10-K for the year ended December 31,
2017, filed with SEC on February 13, 2018, authorized
statement for its 2018 annual meeting with shareholders, which was filed
with SEC on March 22, 2018, and its current report on Form 8-K,
filed with SEC on August 28, 2018. Information on
Celgene's directors and directors are presented in their annual
Report on Form 10-K for the year ended December 31, 2017, which was
filed with SEC on February 7, 2018, its proxy statement for 2018
Annual Meeting of Shareholders, filed with SEC in April
30, 2018, and its current reports on Form 8-K, which was filed with
SEC June 1, 2018, June 19, 2018 and November 2, 2018. Other
information about the participants in the proxy call and a
description of their direct and indirect interests, of security holdings
or otherwise, will be included in the common proxy statement / prospectus
and other relevant materials to be filed with the SEC
suggested transaction when they become available. You can get these
documents (when available) free via
website maintained by SEC at and from Investor
Relationship with Bristol-Myers Squibb or Celgene as described above.

Forward-looking statement

This communication contains forward-looking statements within
meaning of ยง 27A of the Securities Act of 1933, with amendment, and
Section 21E of the Securities Exchange Act of 1934, as amended. You can
generally identify future prospects when using
forward-looking terminology such as "anticipate", "believe", "continue"
"May", "estimate", "expect", "explore", "evaluate", "think", "may"
"Maybe", "plan", "potential", "predict", "project", "search", "must" or
"Will" or the negative thereof or other variations thereon or
comparable terminology. These forward-looking statements are just
predictions and involve known and unknown risks and uncertainties, many
of which are beyond the control of Bristol-Myers Squibbs and Celgen.
Statements in this communication regarding Bristol-Myers Squibb, Celgene
and the combined company that is forward-looking, including projections
about the expected benefits of the proposed transaction, the impact
of the proposed transaction at Bristol-Myers Squibb and Celgene
business and future financial and operating profit, amount and
Time of synergies from the proposed transaction, terms and scope
of expected financing for the proposed transaction, aggregated
The sum of debt in the merged company after the end of
the proposed transaction, expectations of cash flow generation,
increase in non-GAAP earnings per share, capital structure, debt
repayment, adjusted leverage ratio and credit rating after
completion of the proposed transaction, the ability of Bristol-Myers Squib and
intention to carry out a buy-back program and declare future dividends
payments, the total company's pipeline, intellectual property
protection and R&D expenses, time and probability of payment
according to conditional value right consideration, and the conclusion
The date of the proposed transaction is based on management estimates,
assumptions and projections, and are subject to considerable
uncertainties and other factors, many of which are outside Bristol-Myers
Squibbs and Celgen's control. These factors include
things, effects of the continued implementation of state laws
and regulations related to Medicare, Medicaid, Medicaid Managed Care
organizations and entities under the Public Health Service 340B program,
pharmaceutical discounts and refunds, market factors, competitive
product development and approvals, price control and printing
(including changes to the rules and practices of managed care groups and
institutional and public buyers), economic conditions such as
interest rate and exchange rate changes, legal
decisions, demands and concerns that can arise in terms of security and
Effect of in-line products and product candidates, changes in
Wholesalers stock levels, variation in data provided by third
parties, changes in and interpretation of state regulations and
Legislation that affects domestic or foreign business, including tax
obligations, changes in business or tax planning strategies,
difficulties and delays in product development, production or sales
including any future recalls, patent positions and
ultimate outcome of any lawsuits. These factors also include
The overall company's ability to implement the strategic strategy
plans, including business development strategy, expiration of
patents or data protection on some products, including prerequisites
about the overall company's ability to retain patent exclusivity
certain products, the impact, and the outcome of state investigations,
It combined the company's ability to obtain the necessary regulatory approvals
or get these without delay, the risk that the combined company
The products prove to be commercially successful or contractual
milestones will be achieved. Similarly, there are uncertainties associated with
to a number of other important factors, including: clinical outcomes
studies and preclinical studies, including subsequent analysis of
existing data and new data received from ongoing and future studies; the
content and timing of decisions by the US FDA and others
supervisory authorities, examination boards by clinical trial
websites and publishing review bodies; the ability to register patients
scheduled clinical trials; Unplanned cash needs and expenses;
competitive factors; the ability to acquire, maintain and enforce a patent
and other intellectual property protection for product candidates;
the ability to maintain important cooperation and general economic and business
market conditions. Further information on these risks,
uncertainties and assumptions can be found in Bristol-Myers Squibb and
Celgen's respective registrations with the SEC, including the risk factors
discussed in Bristol-Myers Squibbs and Celgen's latest annual
Reports on Form 10-K, as updated by quarterly reports on Form 10-Q
and future applications with the SEC. It should also be noted that projected
financial information for the combined businesses in Bristol-Myers
Squibb and Celgene are based on management estimates, assumptions and
projections and are not prepared in accordance with the applicable law
accounting requirements for regulation S-X related to pro forma
financial information, and the necessary pro forma adjustments do not have
been used and not reflected in it. None of this information
should be considered in isolation from, or as a substitute for,
historic accounts for Bristol-Myers Squibb or Celgene.
Important risk factors can lead to actual future results and others
future events will differ materially from those now estimated
management, including, but not limited to, the risk of: a condition
The completion of the proposed acquisition cannot be fulfilled; one
Regulatory approval that may be necessary for the proposed acquisition is
delayed, not achieved or achieved under conditions that are
not expected; Bristol-Myers Squibb is unable to achieve the synergies
and value creation covered by the proposed acquisition;
Bristol-Myers Squibb cannot integrate quickly and efficiently
Celgene business; The management's time and attention are diverted
transaction-related issues; Disturbances from the transaction do so
more difficult to maintain business, contract and operating costs
relationship; The credit quality of the combined company decreases
follows the proposed acquisition; litigation has been introduced
against Bristol-Myers Squibb, Celgene or the combined company;
Bristol-Myers Squibb, Celgene or the combined company cannot
retain key personnel; and the announcement or completion of
Proposed acquisitions have a negative effect on the market price of
capital of Bristol-Myers Squibb and Celgene or at Bristol-Myers
Squibbs and Celgen's operating profit. No insurance can be provided
that some of the events expected from the forward-looking statements
will appear or occur, or if any of them occur, what will they affect
want on the results of operation, financial condition or cash
streams of Bristol-Myers Squibb or Celgene. Should have some risk and
uncertainty develops into actual events, which this development could have
a significant negative effect on the proposed transaction and / or
Bristol-Myers Squibb or Celgene, the ability of Bristol-Myers Squib
Complete the proposed transaction and / or realize it
expected benefits from the proposed transaction. You're not warned
to rely on Bristol-Myers Squibbs and Celgen's prospects
statements. These forward-looking statements are and will be based on
management's current views and assumptions about future events
and operating profit, and apply only from the dates for
such statements. Neither Bristol-Myers Squibb nor Celgene take on anything
obligation to update or revise forward-looking statements, either as a result
of new information, future events or otherwise, from any future date.

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