• Highly Complementary Portfolios with Leading Franchises in Oncology, Immunology and In­flam­ma­tion and Cardiovascular Disease
• Significantly Expands Phase III Assets with Six Expected Near-Term Product Launches, Rep­re­sent­ing Greater Than $15 Billion in Revenue Potential
• Registrational Trial Opportunities and Early-Stage Pipeline Position Combined Company for Sus­tained Leadership Underpinned by Cutting-Edge Technologies and Discovery Platforms
• Strong Combined Cash Flows, Enhanced Margins and EPS Accretion of Greater Than 40% in First Full Year
• Approximately $2.5 Billion of Expected Run-Rate Cost Synergies to Be Achieved by 2022

New York, NY and Summit, NJ (Press Release) – Bristol-Myers Squibb Company (NYSE:BMY) and Celgene Corpo­ra­tion (NASDAQ:CELG) today announced that they have entered into a definitive merger agree­ment under which Bristol-Myers Squibb will acquire Celgene in a cash and stock trans­­action with an equity value of approx­i­mately $74 billion. Under the terms of the agree­ment, Celgene share­holders will receive 1.0 Bristol-Myers Squibb share and $50.00 in cash for each share of Celgene. Celgene share­holders will also receive one tradeable Contingent Value Right (CVR) for each share of Celgene, which will entitle the holder to receive a payment for the achieve­ment of future regu­la­tory mile­stones. The Boards of Directors of both com­pa­nies have approved the com­bi­na­tion.

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

Based on the closing price of Bristol-Myers Squibb stock of $52.43 on January 2, 2019, the cash and stock con­sid­er­a­tion to be received by Celgene share­holders at closing is valued at $102.43 per Celgene share and one CVR (as described below). When com­pleted, Bristol-Myers Squibb share­holders are ex­pec­ted to own approx­i­mately 69 per­cent of the com­pany, and Celgene share­holders are ex­pec­ted to own approx­i­mately 31 per­cent.

“Together with Celgene, we are creating an inno­va­tive biopharma leader, with leading franchises and a deep and broad pipe­line that will drive sustainable growth and deliver new options for patients across a range of serious diseases,” said Giovanni Caforio, M.D., Chairman and Chief Executive Officer of Bristol-Myers Squibb. “As a com­bined entity, we will en­hance our leadership positions across our portfolio, in­­clud­ing in cancer and immunology and inflammation. We will also benefit from an expanded early- and late-stage pipe­line that in­cludes six ex­pec­ted near-term prod­uct launches. Together, our pipe­line holds sig­nif­i­cant promise for patients, allow­ing us to accelerate new options through a broader range of cutting-edge tech­nolo­gies and discovery plat­forms.”

Dr. Caforio con­tinued, “We are impressed by what Celgene has accomplished for patients, and we look forward to welcoming Celgene employees to Bristol-Myers Squibb. Our new com­pany will con­tinue the strong patient focus that is core to both com­pa­nies’ missions, creating a shared organization with a goal of discovering, devel­op­ing and delivering inno­va­tive medicines for patients with serious diseases. We are confident we will drive value for share­holders and create oppor­tu­ni­ties for employ­ees.”

“For more than 30 years, Celgene’s commitment to leading inno­va­t has allowed us to deliver life-changing treat­ments to patients in areas of high unmet need. Combining with Bristol-Myers Squibb, we are delivering im­medi­ate and sub­stan­tial value to Celgene share­holders and providing them meaningful par­tic­i­pa­tion in the long-term growth oppor­tu­ni­ties created by the com­bined com­pany,” said Mark Alles, Chairman and Chief Executive Officer of Celgene. “Our employ­ees should be in­cred­i­bly proud of what we have accomplished together and excited for the oppor­tuni­ties ahead of us as we join with Bristol-Myers Squibb, where we can further ad­vance our mission for patients. We look forward to work­ing with the Bristol-Myers Squibb team as we bring our two com­pa­nies together.”

Compelling Strategic Benefits

• Leading franchises with complementary product portfolios provide enhanced scale and balance. The combination creates:
  • Leading oncology franchises in both solid tumors and hematologic malignancies led by Opdivo and Yervoy as well as Revlimid and Pomalyst;
  • A top five immunology and inflammation franchise led by Orencia and Otezla; and
  • The #1 cardiovascular franchise led by Eliquis.

The com­bined com­pany will have 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 disease.

• Near-term launch opportunities representing greater than $15 billion in revenue potential. The combined company will have six expected near-term product launches:
  • Two in immunology and inflammation, TYK2 and ozanimod; and
  • Four in hematology, luspatercept, liso-cel (JCAR017), bb2121 and fedratinib.

These launches leverage the com­bined commercial capabilities of the two com­pa­nies and will broaden and en­hance Bristol-Myers Squibb’s market position with inno­va­tive and dif­fer­en­ti­ated prod­ucts. This is in addi­tion to a sig­nif­i­cant number of lifecycle man­agement registrational readouts ex­pec­ted in Immuno-Oncology (IO).

• Early-stage pipeline builds sustainable platform for growth. The combined company will have a deep and diverse early-stage pipeline across solid tumors and hematologic malignancies, immunology and inflammation, cardiovascular disease and fibrotic disease leveraging combined strengths in innovation. The early-stage pipeline includes 50 high potential assets, many with important data readouts in the near-term. With a significantly enhanced early-stage pipeline, Bristol-Myers Squibb will be well positioned for long-term growth and significant value creation.

• Powerful combined discovery capabilities with world-class expertise in a broad range of modalities. Together, the Company will have expanded innovation capabilities in small molecule design, biologics/synthetic biologics, protein homeostasis, antibody engineering and cell therapy. Furthermore, strong external partnerships provide access to additional modalities.

Compelling Financial Benefits

• Strong returns and significant immediate EPS accretion. The transaction’s internal rate of return is expected to be well in excess of Celgene’s and Bristol-Myers Squibb’s cost of capital. The combination is expected to be more than 40 percent accretive to Bristol-Myers Squibb’s EPS on a standalone basis in the first full year following close of the transaction.
• Strong balance sheet and cash flow generation to enable significant investment in inno­va­tion. With more than $45 billion of expected free cash flow generation over the first three full years post-closing, the Company is committed to maintaining strong investment grade credit ratings while continuing its dividend policy for the benefit of Bristol-Myers Squibb and Celgene shareholders. Bristol-Myers Squibb will also have significant financial flexibility to realize the full potential of the enhanced late- and early-stage pipeline.
• Meaningful cost synergies. Bristol-Myers Squibb expects to realize run-rate cost synergies of approximately $2.5 billion by 2022. Bristol-Myers Squibb is confident it will achieve efficiencies across the organization while maintaining a strong, core commitment to innovation and delivering the value of the portfolio.

Terms and Financing

Based on the closing price of Bristol-Myers Squibb stock on January 2, 2019, the cash and stock con­sid­er­a­tion to be received by Celgene share­holders is valued at $102.43 per share. The cash and stock con­sid­er­a­tion rep­re­sents an approx­i­mately 51 per­cent premium to Celgene share­holders based on the 30-day volume weighted average closing stock price of Celgene prior to signing and an approx­i­mately 54 per­cent premium to Celgene share­holders based on the closing stock price of Celgene on January 2, 2019. Each share also will receive one tradeable CVR, which will entitle its holder to receive a one-time poten­tial payment of $9.00 in cash upon FDA approval of all three of ozanimod (by December 31, 2020), liso-cel (JCAR017) (by December 31, 2020) and bb2121 (by March 31, 2021), in each case for a specified indi­ca­tion.

The trans­­action is not subject to a financing con­di­tion. The cash portion will be funded through a com­bi­na­tion of cash on hand and debt financing. Bristol-Myers Squibb has obtained fully committed debt financing from Morgan Stanley Senior Funding, Inc. and MUFG Bank, Ltd. Following the close of the trans­­action, Bristol-Myers Squibb ex­pec­ts that sub­stan­tially all of the debt of the com­bined com­pany will be pari passu.

Accelerated Share Repurchase Program

Bristol-Myers Squibb ex­pec­ts to execute an accelerated share repurchase pro­gram of up to approx­i­mately $5 billion, subject to the closing of the trans­­action, market con­di­tions and Board approval.

Corporate Governance

Following the close of the trans­­action, Dr. Caforio will con­tinue to serve as Chairman of the Board and Chief Executive Officer of the com­pany. Two members from Celgene’s Board will be added to the Board of Directors of Bristol-Myers Squibb. The com­bined com­pany will con­tinue to have a strong presence throughout New Jersey.

Approvals and Timing to Close

The trans­­action is subject to approval by Bristol-Myers Squibb and Celgene share­holders and the satisfaction of customary closing con­di­tions and regu­la­tory approvals. Bristol-Myers Squibb and Celgene ex­pec­t to com­plete the trans­­action in the third quarter of 2019.

Advisors

Morgan Stanley & Co. LLC is serving as lead financial advisor to Bristol-Myers Squibb, and Evercore and Dyal Co. LLC are serving as financial advisors to Bristol-Myers Squibb. Kirkland & Ellis LLP is serving as Bristol-Myers Squibb’s legal counsel. J.P. Morgan Securities LLC is serving as lead financial advisor and Citi is acting as financial advisor to Celgene. Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Celgene.

Bristol-Myers Squibb 2019 EPS Guidance

In a separate press release issued today, Bristol-Myers Squibb announced its 2019 EPS guidance for full-year 2019, which is avail­able on the “Investor Relations” section of the Bristol-Myers Squibb website at https://www.bms.com/investors.html.

Conference Call

Bristol-Myers Squibb and Celgene will host a conference call today, at 8:00 a.m. ET to discuss the trans­­action. The conference call can be accessed by dialing (800) 347-6311 (U.S. / Canada) or (786) 460-7199 (International) and giving the passcode 4935567. A replay of the call will be avail­able from January 3, 2019 until January 17, 2019 by dialing (888) 203-1112 (U.S. / Canada) or (719) 457-0820 (International) and giving the passcode 4935567.

A live webcast of the conference call will be avail­able on the in­­vestor rela­tion­s section of each com­pany’s website at Bristol-Myers Squibb https://www.bms.com/investors.html and Celgene https://ir.celgene.com/investors/default.aspx.

Presentation and Infographic

Associated presentation ma­teri­als and an infographic re­gard­ing the trans­­action will be avail­able on the in­­vestor rela­tion­s section of each com­pany’s website at Bristol-Myers Squibb https://www.bms.com/investors.html and Celgene https://ir.celgene.com/investors/default.aspx as well at a joint trans­­action website at www.bestofbiopharma.com.

About Bristol-Myers Squibb

Bristol-Myers Squibb is a global bio­pharma­ceu­tical com­pany whose mission is to discover, develop and deliver inno­va­tive medicines that help patients prevail over serious diseases. For more in­for­ma­tion about Bristol-Myers Squibb, visit us at BMS.com or follow us on LinkedIn, Twitter, YouTube and Facebook.

About Celgene

Celgene Corpo­ra­tion, headquartered in Summit, New Jersey, is an integrated global bio­pharma­ceu­tical com­pany engaged primarily in the discovery, devel­op­ment and com­mer­cial­iza­tion of inno­va­tive ther­a­pies for the treat­ment of cancer and inflammatory diseases through next-generation solu­tions in protein homeo­stasis, immuno-oncology, epigenetics, immunology and neuro-inflammation. For more in­for­ma­tion, please visit www.celgene.com. Follow Celgene on Social Media: @Celgene, Pinterest, LinkedIn, Facebook and YouTube.

Important Information For Investors And Stockholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus meeting the require­ments of Section 10 of the U.S. Securities Act of 1933, as amended.

In connection with the proposed trans­­action be­tween Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) and Celgene Corpo­ra­tion (“Celgene”), Bristol-Myers Squibb and Celgene will file relevant ma­teri­als with the Securities and Exchange Com­mis­sion (the “SEC”), in­­clud­ing a Bristol-Myers Squibb registration state­ment on Form S-4 that will in­clude a joint proxy state­ment of Bristol-Myers Squibb and Celgene that also constitutes a prospectus of Bristol-Myers Squibb, and a definitive joint proxy state­ment/prospectus will be mailed to stockholders of Bristol-Myers Squibb and Celgene. IN­VES­TORS AND SECURITY HOLDERS OF BRISTOL-MYERS SQUIBB AND CELGENE ARE URGED TO READ THE JOINT PROXY STATEMENT / PROSPECTUS AND OTHER DOCU­MENTS THAT WILL BE FILED WITH THE SEC CARE­FULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAIL­ABLE BECAUSE THEY WILL CON­TAIN IMPORTANT IN­FORMA­TION. Investors and security holders will be able to obtain free copies of the registration state­ment and the joint proxy state­ment/prospectus (when avail­able) and other documents filed with the SEC by Bristol-Myers Squibb or Celgene through the website main­tained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Bristol-Myers Squibb will be avail­able free of charge on Bristol-Myers Squibb’s internet website at https://www.bms.com/ under the tab, “Investors” and under the heading “Financial Reporting” and subheading “SEC Filings” or by contacting Bristol-Myers Squibb’s Investor Relations Department through https://www.bms.com/investors/investor-contacts.html. Copies of the documents filed with the SEC by Celgene will be avail­able free of charge on Celgene’s internet website at https://www.celgene.com/ under the tab “Investors” and under the heading “Financial Information” and subheading “SEC Filings” or by contacting Celgene’s Investor Relations Department at ir@celgene.com.

Certain Information Regarding Participants

Bristol-Myers Squibb, Celgene, and their re­spec­tive­ directors and exec­u­tive officers may be con­sidered par­tic­i­pants in the solicitation of proxies in connection with the proposed trans­­action. Infor­ma­tion about the directors and exec­u­tive officers of Bristol-Myers Squibb is set forth in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 13, 2018, its proxy state­ment for its 2018 annual meeting of stockholders, which was filed with the SEC on March 22, 2018, and its Current Report on Form 8-K, which was filed with the SEC on August 28, 2018. Infor­ma­tion about the directors and exec­u­tive officers of Celgene is set forth in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 7, 2018, its proxy state­ment for its 2018 annual meeting of stockholders, which was filed with the SEC on April 30, 2018, and its Current Reports on Form 8-K, which were filed with the SEC on June 1, 2018, June 19, 2018 and November 2, 2018. Other in­for­ma­tion re­gard­ing the par­tic­i­pants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or other­wise, will be con­tained in the joint proxy state­ment/prospectus and other relevant ma­teri­als to be filed with the SEC re­gard­ing the proposed trans­­action when they become avail­able. You may obtain these documents (when they become avail­able) free of charge through the website main­tained by the SEC at http://www.sec.gov and from Investor Relations at Bristol-Myers Squibb or Celgene as described above.

Cautionary Statement Regarding Forward-Looking Statements

This communication con­tains forward-looking state­ments within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can generally identify forward-looking state­ments by the use of forward-looking terminology such as “antic­i­pate,” “believe,” “continue,” “could,” “esti­mate,” “expect,” “explore,” “eval­u­ate,” “in­tend,” “may,” “might,” “plan,” “poten­tial,” “pre­dict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or com­parable terminology. These forward-looking state­ments are only predictions and involve known and unknown risks and un­cer­tain­ties, many of which are beyond Bristol-Myers Squibb’s and Celgene’s control. Statements in this communication re­gard­ing Bristol-Myers Squibb, Celgene and the com­bined com­pany that are forward-looking, in­­clud­ing projections as to the antic­i­pated benefits of the proposed trans­­action, the impact of the proposed trans­­action on Bristol-Myers Squibb’s and Celgene’s business and future financial and operating results, the amount and timing of synergies from the proposed trans­­action, the terms and scope of the ex­pec­ted financing for the proposed trans­­action, the aggregate amount of indebtedness of the com­bined com­pany fol­low­ing the closing of the proposed trans­­action, ex­pec­ta­tions re­gard­ing cash flow generation, accretion to non-GAAP earnings per share, capital structure, debt repayment, adjusted leverage ratio and credit ratings fol­low­ing the closing of the proposed trans­­action, Bristol-Myers Squibb’s ability and intent to conduct a share repurchase pro­gram and declare future dividend payments, the com­bined com­pany’s pipe­line, intellectual property protection and R&D spend, the timing and probability of a payment pursuant to the contingent value right con­sid­er­a­tion, and the closing date for the proposed trans­­action, are based on man­agement’s esti­mates, assump­tions and projections, and are subject to sig­nif­i­cant un­cer­tain­ties and other factors, many of which are beyond Bristol-Myers Squibb’s and Celgene’s control. These factors in­clude, among other things, effects of the continuing implementation of gov­ern­mental laws and reg­u­la­tions related to Medicare, Medicaid, Medicaid man­aged care organizations and entities under the Public Health Service 340B pro­gram, pharma­ceu­tical rebates and reim­burse­ment, market factors, competitive prod­uct devel­op­ment and approvals, pricing controls and pressures (including changes in rules and practices of man­aged care groups and institutional and gov­ern­mental purchasers), economic con­di­tions such as interest rate and currency exchange rate fluctuations, judicial de­ci­sions, claims and con­cerns that may arise re­gard­ing the safety and efficacy of in-line prod­ucts and prod­uct can­di­dates, changes to wholesaler inventory levels, variability in data provided by third parties, changes in, and interpretation of, gov­ern­mental reg­u­la­tions and legislation affecting domestic or foreign operations, in­­clud­ing tax obli­ga­tions, changes to business or tax planning strategies, dif­fi­culties and delays in prod­uct devel­op­ment, manu­fac­tur­ing or sales in­­clud­ing any poten­tial future recalls, patent positions and the ultimate out­come of any litigation matter. These factors also in­clude the com­bined com­pany’s ability to execute suc­cess­fully its strategic plans, in­­clud­ing its business devel­op­ment strategy, the expiration of patents or data protection on certain prod­ucts, in­­clud­ing assump­tions about the com­bined com­pany’s ability to retain patent ex­clu­siv­ity of certain prod­ucts, the impact and result of gov­ern­mental in­ves­ti­ga­tions, the com­bined com­pany’s ability to obtain nec­es­sary regu­la­tory approvals or obtaining these without delay, the risk that the com­bined com­pany’s prod­ucts prove to be commercially suc­cess­ful or that contractual mile­stones will be achieved. Similarly, there are un­cer­tain­ties relating to a number of other im­por­tant factors, in­­clud­ing: results of clin­i­cal trials and pre­clin­i­cal studies, in­­clud­ing sub­se­quent analysis of existing data and new data received from ongoing and future studies; the content and timing of de­ci­sions made by the U.S. FDA and other regu­la­tory author­i­ties, inves­ti­ga­tional review boards at clin­i­cal trial sites and publication review bodies; the ability to enroll patients in planned clin­i­cal trials; unplanned cash require­ments and ex­pen­di­tures; competitive factors; the ability to obtain, main­tain and enforce patent and other intellectual property protection for any prod­uct can­di­dates; the ability to main­tain key col­lab­o­rations; and general economic and market con­di­tions. Additional in­for­ma­tion con­cern­ing these risks, un­cer­tain­ties and assump­tions can be found in Bristol-Myers Squibb’s and Celgene’s re­spec­tive­ filings with the SEC, in­­clud­ing the risk factors discussed in Bristol-Myers Squibb’s and Celgene’s most recent Annual Reports on Form 10-K, as updated by their Quarterly Reports on Form 10-Q and future filings with the SEC. It should also be noted that pro­jected financial in­for­ma­tion for the com­bined businesses of Bristol-Myers Squibb and Celgene is based on man­agement’s esti­mates, assump­tions and projections and has not been prepared in conformance with the appli­cable accounting require­ments of Regulation S-X relating to pro forma financial in­for­ma­tion, and the required pro forma ad­just­ments have not been applied and are not reflected therein. None of this in­for­ma­tion should be con­sidered in isolation from, or as a substitute for, the historical financial state­ments of Bristol-Myers Squibb or Celgene. Important risk factors could cause actual future results and other future events to differ ma­teri­ally from those cur­rently esti­mated by man­agement, in­­clud­ing, but not limited to, the risks that: a con­di­tion to the closing of the proposed acquisition may not be satisfied; a regu­la­tory approval that may be required for the proposed acquisition is delayed, is not obtained or is obtained subject to con­di­tions that are not antic­i­pated; Bristol-Myers Squibb is unable to achieve the synergies and value creation contemplated by the proposed acquisition; Bristol-Myers Squibb is unable to promptly and effectively integrate Celgene’s businesses; man­agement’s time and attention is diverted on trans­­action-related issues; disruption from the trans­­action makes it more dif­fi­cult to main­tain business, contractual and operational rela­tion­ships; the credit ratings of the com­bined com­pany declines fol­low­ing the proposed acquisition; legal proceedings are instituted against Bristol-Myers Squibb, Celgene or the com­bined com­pany; Bristol-Myers Squibb, Celgene or the com­bined com­pany is unable to retain key per­son­nel; and the announcement or the consummation of the proposed acquisition has a negative effect on the market price of the capital stock of Bristol-Myers Squibb and Celgene or on Bristol-Myers Squibb’s and Celgene’s operating results. No assurances can be given that any of the events antic­i­pated by the forward-looking state­ments will transpire or occur, or if any of them do occur, what impact they will have on the results of operations, financial con­di­tion or cash flows of Bristol-Myers Squibb or Celgene. Should any risks and un­cer­tain­ties develop into actual events, these devel­op­ments could have a ma­teri­al adverse effect on the proposed trans­­action and/or Bristol-Myers Squibb or Celgene, Bristol-Myers Squibb’s ability to suc­cess­fully com­plete the proposed trans­­action and/or realize the ex­pec­ted benefits from the proposed trans­­action. You are cautioned not to rely on Bristol-Myers Squibb’s and Celgene’s forward-looking state­ments. These forward-looking state­ments are and will be based upon man­agement’s then-current views and assump­tions re­gard­ing future events and operating per­for­mance, and are appli­­cable only as of the dates of such state­ments. Neither Bristol-Myers Squibb nor Celgene assumes any duty to update or revise forward-looking state­ments, whether as a result of new in­for­ma­tion, future events or other­wise, as of any future date.

Source: Bristol-Myers Squibb.