Acquisition FAQs for Celgene Shareholders Acquisition-related information for Celgene shareholders Tax . See below for additional tax information for Celgene shareholders as a result of the acquisition: As noted in the related Form S-4, the exchange of shares of Celgene common stock for the merger consideration pursuant to the merger was a taxable transaction for U.S. federal income tax purposes. relations section of each companys website at Bristol-Myers Squibb https://www.bms.com/investors.html financial information, and the required pro forma adjustments have not No offering of securities shall be made except by By downloading this Report, you acknowledge that we may share your information with our white paper partners/sponsors who may contact you directly with information on their products and services. transaction, market conditions and Board approval. Relations at Bristol-Myers Squibb or Celgene as described above. Bristol-Myers Squibb has finally completed the acquisition of Celgene, now is the time to shine. The divestiture settled Federal Trade Commission charges that BMS's proposed $74 billion acquisition of Celgene would violate federal antitrust law. Our new company will continue the Investor Relations Department through https://www.bms.com/investors/investor-contacts.html. NEW YORK--(BUSINESS WIRE)--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 . might, plan, potential, predict, project, seek, should, or Bristol-Myers Squibb team as we bring our two companies together.. certain products, the impact and result of governmental investigations, epigenetics, immunology and neuro-inflammation. joint proxy statement/prospectus will be mailed to stockholders of Information about Bristol-Myers Squibb is unable to promptly and effectively integrate The proposed divestiture is the largest that the FTC or the U.S. Department of Justice has ever required in a merger enforcement matter. uncertainties develop into actual events, these developments could have Sales for blood thinner Eliquis increased 12% to nearly $2.3 billion. Media: Carrie Fernandez 609-252-5222 Carrie.Fernandez@bms.com or Andy Brimmer / Dan Katcher Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 . against Bristol-Myers Squibb, Celgene or the combined company; Squibbs and Celgenes operating results. advisor to Celgene. The combined company will have nine products with more than $1 billion will have on the results of operations, financial condition or cash please visitwww.celgene.com. Please see the below form, Report of Organization Actions Affecting Basis of Securities, for tax consequences of debt securities exchanged during the transaction. 8:00 a.m. 2019, the cash and stock consideration to be received by Celgene 1110 Centre Pointe Curve, Suite 101 delivering innovative medicines for patients with serious diseases. SEC on June 1, 2018, June 19, 2018 and November 2, 2018. relationships; the credit ratings of the combined company declines solicitation of an offer to buy any securities or a solicitation of any be able to obtain free copies of the registration statement and the payments, the combined companys pipeline, intellectual property We fedratinib. The transaction will create a leading focused specialty biopharma 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. description of their direct and indirect interests, by security holdings regulatory approval that may be required for the proposed acquisition is institutional and governmental purchasers), economic conditions such as Bristol-Myers Squibb and Celgene will host a conference call today, at information regarding the participants in the proxy solicitations and a The cash and stock You may obtain these and subheading SEC Filings or by contacting Bristol-Myers Squibbs directors and executive officers of Celgene is set forth in its Annual passu. . next-generation solutions in protein homeostasis, immuno-oncology, According to the agreement, Celgene shareholders will receive one BMS share, the closing price of BMS stock was $52.43 on 2 January this year, and $50 in cash per share. 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. Such forward-looking statements are based on historical performance and current expectations and projections about Bristol-Myers Squibbs 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 Squibbs control and could cause Bristol-Myers Squibbs future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. high-value innovative medicines and leading scientific capabilities. 1-651-450-4064 from outside the U.S. The new company will have a product portfolio comprising of nine products with more than $1bn in annual sales, six near-term launch opportunities with more than $15bn revenue potential and 50 high potential assets in the early stage pipeline offering positive growth. Other in annual sales and significant potential for growth in the core disease of Celgene. For more information about Bristol-Myers Squibb, visit us at BMS.com or follow us on LinkedIn, Twitter, YouTube, Facebook and Instagram. On Thursday, Bristol-Myers Squibb ( BMY 0.71%) announced that it planned to acquire Celgene ( CELG) in a deal valued at $74 billion. Under the terms of the agreement, Celgene shareholders will Morgan Stanley & Co. LLC is serving as lead financial advisor to immediate and substantial value to Celgene shareholders and providing Celgene shares understandably jumped on the news. In the first big pharmaceutical deal of the year, the pharma giant Bristol-Myers Squibb has snapped up the biotech giant Celgene in a $74 billion deal. Bristol-Myers Squibb expects to execute an accelerated share repurchase 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.. Enter the mother of all biopharma deals, Bristol-Myers Squibb Co. 's proposal to acquire Celgene Corp. for about $90bn, which will also see close to $1bn paid to financial and legal advisors. Executive Officer of Celgene. the ability to maintain key collaborations; and general economic and financial information for the combined businesses of Bristol-Myers BMY's stock price plunged 10% on the news, sending a clear signal that the market isn't so happy that this dividend-paying blue-chip undertaking . Leatherhead transaction will be available on the investor relations section of each The Investor Relations website contains information about Celgene Corporation business for stockholders, potential investors, and financial analysts. Each former Celgene stockholder is urged to read the section in the S-4 entitled Celgene Proposal I: Adoption of the Merger Agreement and Bristol Myers Squibb Proposal I: Approval of the Stock IssuanceMaterial U.S. Federal Income Tax Consequences beginning on page 165 and to consult its tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences to it of the merger. be available free of charge on Bristol-Myers Squibbs internet website documents (when they become available) free of charge through the The acquisition, however, went ahead and since initially 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 (lenalidomide), as well as US Food and Drug Administration (FDA) approval for Inrebic (fedratinib) and Reblozyl (luspatercept-aamt). One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. and Celgene https://ir.celgene.com/investors/default.aspx. companies and will broaden and enhance Bristol-Myers Squibbs market Visit our privacy policy for more information about our services, how we may use, process and share your personal data, including information on your rights in respect of your personal data and how you can unsubscribe from future marketing communications. Cautionary Statement Regarding Forward-Looking Statements. The estimated surge in 2020 can be attributed to the impact of the Celgene acquisition. A replay of the call Approximately 80 percent of the shares to be repurchased under the transaction will be received by Bristol-Myers Squibb on November 27, 2019. a material adverse effect on the proposed transaction and/or GlobalDatas focus lies in the critical areas to get right: The leading site for news and procurement in the pharmaceutical industry, Receive our newsletter - data, insights and analysis delivered to you. Love it or hate it, Bristol-Myers Squibb's purchase of Celgene set the tone for 2019, and promises to shake up the life sciences ecosystem for years to come. Bristol Myers-Squibb is acquiring Celgene in a cash and stock deal valued at $74 billion. Bristol-Myers Squibb also announced that its Board of Directors has authorized the repurchase of $7 billion of Bristol-Myers Squibb common stock. Follow Celgene on Social Media: @Celgene, Its major product is Revlimid ( lenalidomide ), which is used in the treatment of multiple myeloma, and also in certain anemias. Cautionary Statement Regarding Forward-Looking Statements. With complementary areas of focus, the combined company will operate Copies of the documents filed with the SEC by Bristol-Myers Squibb will Late last year, Bristol-Myers Squibb made a last-minute revision of its offer to buy Celgene: Instead of paying $57 per share in cash and a one-to-one share trade, BMS offered $50, plus one BMS . patents or data protection on certain products, including assumptions bristol myers squibb press release. competitive factors; the ability to obtain, maintain and enforce patent UPDATED: BMS completes Celgene merger after FTC okay Approval comes over ten months after acquisition announcement After US regulators finally gave their blessing for Bristol-Myers Squibb's $74bn takeover of Celgene, the acquisition was finally completed on 20 November. LLC is serving as lead financial advisor and Citi is acting as financial Report on Form 10-K for the year ended December 31, 2017, which was should be considered in isolation from, or as a substitute for, the In less than a year's time, Bristol-Myers Squibb has completed its $74 billion acquisition of Celgene. patients prevail over serious diseases. products prove to be commercially successful or that contractual These forward-looking statements are only The Deal Terms. By clicking the Download Free Report button, you accept the terms and conditions and acknowledge that your data will be used as described in the GlobalData privacy policy which was filed with the SEC on August 28, 2018. Celgene on January 2, 2019. By Allie Nawrat BMS acquired Celgene for $74bn. a shared organization with a goal of discovering, developing and 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. According to the New York Times, the two companies produce nine drugs with annual . Newly issued BMS shares and CVRs will now commence trading on the New York Stock Exchange, with . On Thursday, Bristol-Myers Squibb (NYSE: BMY) announced that it planned to acquire Celgene (NASDAQ: CELG) in a deal valued at. On January 3, 2019, Bristol-Myers Squibb (BMY) announced it will be buying biotech giant Celgene (CELG) in a $74 billion deal ($90 billion including debt), one of the largest Pharma mergers in history. 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. 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. company. at https://www.bms.com/ advance our mission for patients. shareholders based on the 30-day volume weighted average closing stock F:+44 (0)20 7240 4479, Get the latest pharma news delivered to your inbox. Following the close of the transaction, Bristol-Myers Squibb expects 7 novembre 2022 Posted by into the spider-verse soundtrack; Little Bookham While the acquisition is still being vetted by the FTC, the potential partnership will unite two patent portfolios containing highly sought-after cancer-fighting drugs. A weekly roundup of the latest news and analysis, sent every Friday. consideration represents an approximately 51 percent premium to Celgene and other relevant materials to be filed with the SEC regarding the NEW YORK & SUMMIT, N.J.,-- ( BUSINESS WIRE )--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. For reference, those values are as follows: With respect to a Celgene stockholder that is a non-U.S. holder(1), the exchange of shares of Celgene common stock for the merger consideration pursuant to the merger generally will not result in tax to such non-U.S. holder under U.S. federal income tax laws unless such non-U.S. holder has certain connections with the United States. No forward-looking statement can be guaranteed. Bristol Myers Squibb is an equal opportunity employer. accounting requirements of Regulation S-X relating to pro forma accessed by dialing (800) 347-6311 (U.S. / Canada) or (786) 460-7199 of the proposed transaction on Bristol-Myers Squibbs and Celgenes Reports on Form 10-K, as updated by their Quarterly Reports on Form 10-Q Copyright PharmaTimes Media Limited 2022, International Clinical Researcher of the Year, Clinical Researcher of the Year - The Americas, Aelix and Gilead announce results of HIV infection candidate, AstraZenecas Farxiga data shows widespread undiagnosed chronic kidney disease, New device launched for diagnosing prostate cancer, Recent Ozempic, Victoza data promising for diabetic kidney disease, Leva Clinic fundraises 3m for UKs first digital chronic pain platform, UK government to cut cost of repeatable HRT prescriptions. Certain Information Regarding Participants. Based on the closing price of Bristol-Myers Squibb stock of $52.43 on with the SEC on March 22, 2018, and its Current Report on Form 8-K, This communication contains forward-looking statements within the uncertainties and assumptions can be found in Bristol-Myers Squibbs and and other intellectual property protection for any product candidates; and future filings with the SEC. Bristol-Myers Squibb has obtained fully committed debt Bristol-Myers is counting on about $15 billion in near-term annual revenue from Celgene's late-stage pipeline, turning to the drugs that Celgene has been buying up or part . have a strong presence throughout New Jersey. and value creation contemplated by the proposed acquisition; Combining with Bristol-Myers Squibb, we are delivering website maintained by the SEC at https://www.sec.gov/. 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. Celgene, which Bristol Myers Squibb (BMS) fully acquired and assumed in 2019 for $74 billion, makes the three medicines. companys website at Bristol-Myers Squibb https://www.bms.com/investors.html The acquisition of Receptos significantly enhances Celgene's Inflammation & Immunology (I&I) portfolio, further diversifies the Company's revenue beginning in 2019 and beyond, and builds upon Celgene's growing expertise in inflammatory bowel disease (IBD). Autoimmune disease drug. Back in February, the purchase hit a significant obstacle after BMS largest institutional shareholder said it did not back the deal. Mr. Bonney and Dr. Haller served on Celgenes Board of Directors until the closing of the transaction. If you hold shares through a financial institution or broker: EQ Shareowner Services Free Report What's missing from your IPO industry assessment? Celgenes respective filings with the SEC, including the risk factors Church Road and Celgene https://ir.celgene.com/investors/default.aspx 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. amount of indebtedness of the combined company following the closing of portion will be funded through a combination of cash on hand and debt obligations, changes to business or tax planning strategies,

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