New York, NY (Press Release) – Bristol-Myers Squibb Com­pany (NYSE:BMY) an­nounced to­day that it has com­pleted its ac­qui­si­tion of Celgene Corpo­ra­tion (NASDAQ:CELG) fol­low­ing the receipt of regu­la­tory ap­prov­al from all gov­ern­ment author­i­ties re­quired by the merger agree­ment and, as an­nounced on April 12, 2019, ap­prov­al by Bristol-Myers Squibb and Celgene stock­holders.

Upon com­ple­tion of the ac­qui­si­tion, pur­su­ant to the terms of the merger agree­ment, Celgene became a wholly owned sub­sid­i­ary of Bristol-Myers Squibb Com­pany. Under the terms of the merger, Celgene share­holders re­ceived for each share, 1.00 share of Bristol-Myers Squibb common stock, $50.00 in cash without interest and one tradeable Con­tin­gent Value Right (CVR), which will entitle the holder to re­ceive a pay­ment of $9.00 in cash if cer­tain future regu­la­tory mile­stones are achieved. Celgene common stock ceased trading as of the close of trading to­day. On No­vem­ber 21, 2019, newly issued Bristol-Myers Squibb shares and CVRs will com­mence trading on the New York Stock Ex­change, with the CVRs trading under the symbol “BMYRT.”

“This is an ex­cit­ing day for Bristol-Myers Squibb as we bring to­geth­er the lead­ing science, inno­va­tive med­i­cines and incredible talent of Bristol-Myers Squibb and Celgene to create a lead­ing biopharma com­pany,” said Giovanni Caforio, M.D., Chairman and Chief Executive Officer of Bristol-Myers Squibb. “With our lead­ing fran­chises in on­col­ogy, he­ma­tol­ogy, immunology and cardiovascular dis­ease, and one of the most diverse and promising pipe­lines in the industry, I know we will de­liver on our vision of trans­forming patients’ lives through science. I am ex­cited about the oppor­tu­ni­ties for our cur­rent employees and the new colleagues that we welcome to the Com­pany as we work to­geth­er to de­liver inno­va­tive med­i­cines to patients.”

Since announcing the trans­action on Jan­u­ary 3, 2019, there have been a num­ber of tangible ad­vancements to­ward de­livering on the key value drivers for the merger, in­clud­ing: fur­ther progress relating to the pat­ent estate for REVLIMID®, the U.S. Food and Drug Admin­istra­tion (FDA) ap­prov­al of INREBIC® (fedratinib) for the treat­ment of cer­tain forms of myelofibrosis, the U.S. FDA ap­prov­al of REBLOZYL® (luspatercept-aamt) for the treat­ment of anemia in cer­tain adult patients with beta thalassemia, and regu­la­tory filings of luspatercept and ozanimod in the U.S. and Europe. The Com­pany has also made sub­stan­tial progress to­ward the planning of a suc­cess­ful integration. For an overview of the com­bined com­pany and the mile­stones achieved while the trans­action was pend­ing, visit www.bestofbiopharma.com.

OTEZLA® Divestiture Update

As an­nounced on August 26, 2019, in con­nec­tion with the regu­la­tory ap­prov­al process for the trans­action, Celgene entered into an agree­ment to divest the global rights to OTEZLA® (apremilast) to Amgen (NASDAQ:AMGN) for $13.4 billion in cash fol­low­ing the closing of the merger with Bristol-Myers Squibb. On No­vem­ber 15, 2019, Bristol-Myers Squibb an­nounced that the U.S. Federal Trade Com­mis­sion (FTC) ac­cepted the proposed con­sent order in con­nec­tion with the pend­ing merger of Bristol-Myers Squibb and Celgene, thereby permitting the parties to close the merger. Bristol-Myers Squibb ex­pects the OTEZLA divestiture to be com­pleted promptly fol­low­ing the closing of the merger and plans to prioritize the use of proceeds for debt re­duc­tion.

Accelerated Share Repurchase Program

Bristol-Myers Squibb also an­nounced that its Board of Directors has authorized the re­pur­chase of $7 billion of Bristol-Myers Squibb common stock.

In con­nec­tion with this authori­za­tion, Bristol-Myers Squibb has entered into ac­cel­er­ated share re­pur­chase (ASR) agree­ments with Morgan Stanley & Co. LLC and Barclays Bank PLC to re­pur­chase, in aggregate, $7 billion of Bristol-Myers Squibb common stock. Bristol-Myers Squibb ex­pects to fund the re­pur­chase with cash on-hand. Approximately 80 per­cent of the shares to be re­pur­chased under the trans­action will be re­ceived by Bristol-Myers Squibb on No­vem­ber 27, 2019. The total num­ber of shares ultimately re­pur­chased under the pro­gram will be de­ter­mined upon final settlement and will be based on a discount to the volume-weighted average price of Bristol-Myers Squibb’s common stock during the ASR period. Bristol-Myers Squibb antic­i­pates that all re­pur­chases under the ASR will be com­pleted by the end of the sec­ond quarter of 2020.

Board Appointments

As pre­vi­ously an­nounced, in con­nec­tion with the closing of the trans­action, Michael Bonney, Dr. Julia A. Haller and Phyllis Yale have joined the Bristol-Myers Squibb Board of Directors, ex­panding the size of the Board from 11 to 14. Mr. Bonney and Dr. Haller served on Celgene’s Board of Directors until the closing of the trans­action. All three new directors bring valuable skill sets and sig­nif­i­cant ex­peri­ence relevant to Bristol-Myers Squibb’s business.

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.

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, Face­book and Insta­gram.

Cautionary State­ment Regarding Forward-Looking State­ments

This press release con­tains cer­tain “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, re­gard­ing, among other things, the re­search, de­vel­op­ment and com­mer­cial­i­za­tion of pharma­ceu­tical prod­ucts, Bristol-Myers Squibb’s ac­qui­si­tion of Celgene (the “Merger”), the pend­ing sale of OTEZLA (the “Divestiture,” and to­geth­er with the Merger, the “Transaction”), and the execution of the ASR pro­gram. These state­ments may be identified by the fact they use words such as “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and ex­pres­sion in con­nec­tion with any dis­cus­sion of future op­er­at­ing or fi­nan­cial per­for­mance, although not all for­ward-looking state­ments con­tain such terms. One can also identify for­ward-looking state­ments by the fact that they do not re­late strictly to historical or cur­rent facts. Such for­ward-looking state­ments are based on historical per­for­mance and cur­rent ex­pec­ta­tions and pro­jec­tions about Bristol-Myers Squibb’s future fi­nan­cial results, goals, plans and objectives and in­volve in­her­ent risks, assump­tions and un­cer­tainties, in­clud­ing in­ternal or ex­ternal factors that could delay, divert or change any of them in the next sev­er­al years, that are dif­fi­cult to predict, may be beyond Bristol-Myers Squibb’s con­trol and could cause Bristol-Myers Squibb’s future fi­nan­cial results, goals, plans and objectives to differ ma­teri­ally from those ex­pressed in, or im­plied by, the state­ments. Such risks, un­cer­tainties and other mat­ters in­clude, but are not limited to, Bristol-Myers Squibb suc­cess­fully using proceeds from the Divestiture; the com­bined com­pany will have sub­stan­tial indebtedness fol­low­ing the com­ple­tion of the Trans­action; Bristol-Myers Squibb is unable to achieve the synergies and value creation contemplated by the Merger; 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 decline fol­low­ing the Trans­action; 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 Trans­action and ASR pro­gram has a neg­a­tive effect on the mar­ket price of the capital stock of the com­bined com­pany or on the com­bined com­pany’s op­er­at­ing results. No for­ward-looking state­ment can be guar­an­teed.

Forward-looking state­ments in this press release should be eval­u­ated to­geth­er with the many risks and un­cer­tainties that affect Bristol-Myers Squibb’s business and mar­ket, par­tic­u­larly those identified in the cautionary state­ment and risk factors dis­cus­sion in Bristol-Myers Squibb’s Annual Report on Form 10-K for the year ended De­cem­ber 31, 2018, as up­dated by its sub­se­quent Quar­ter­ly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the Se­cu­ri­ties and Ex­change Com­mis­sion. The for­ward-looking state­ments in­cluded in this press release are made only as of the date of this press release and except as other­wise re­quired by appli­cable law, Bristol-Myers Squibb under­takes no obli­ga­tion to pub­licly up­date or revise any for­ward-looking state­ment, whether as a result of new in­for­ma­tion, future events, changed cir­cum­stances or other­wise.

Source: Bristol-Myers Squibb.