Bristol-Myers Squibb Provides Update on Pending Transaction with Celgene

Amends Registration Statement on Form S-4 with SECRemains on Track to Hold Special Meetings of Stockholders on April 12, 2019Updated Investor Presentation Highlights Strong Strategic and Financial Merits of Transaction

Bristol-Myers Squibb Company today provided an update on its proposed acquisition of Celgene Corporation

Bristol-Myers Squibb announced that it has filed an amended registration statement on Form S-4 with the Securities and Exchange Commission in connection with Bristol-Myers Squibb’s proposed acquisition of Celgene. The special meetings of stockholders of both Bristol-Myers Squibb and Celgene are currently scheduled for April 12, 2019, and the record dates for stockholders of both companies eligible to vote at the respective special meetings have been set for March 1, 2019. At the special meetings, stockholders of the respective companies will vote on proposals related to the definitive merger agreement between the two companies announced on January 3, 2019.

Bristol-Myers Squibb is continuing its engagement with regulatory authorities in connection with the transaction. In order to facilitate continued dialogue with the Federal Trade Commission, Bristol-Myers Squibb determined to voluntarily withdraw and refile its premerger notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Bristol-Myers Squibb expects to refile its premerger notification and report form under the HSR Act on February 20, 2019, which will restart the 30-day time frame for the FTC’s initial review of the transaction.

The transaction remains on track to close in the third quarter of 2019.

An updated investor presentation about the transaction is available on the SEC’s website at www.sec.gov and on Bristol-Myers Squibb’s website at https://www.bms.com/investors.html. Highlights of the presentation include:

• The Celgene transaction is the natural next step in Bristol-Myers Squibb’s proven strategy that has consistently delivered results for over a decade. Through a disciplined approach to driving innovation, focusing on high-value opportunities and sourcing innovation externally to complement its internal portfolio and pipeline, Bristol-Myers Squibb has generated consistently strong growth and increased its dividend for 10 consecutive years. The combination with Celgene will create a leading biopharma with increased scale, while maintaining the same agility and a focus on delivering for patients in core disease areas of high-unmet medical need.
• The pipeline of the combined company provides significant near-, medium- and long-term opportunities for value creation. Bristol-Myers Squibb is acquiring Celgene’s robust and complementary pipeline at an attractive price. In addition to six expected near-term product launches representing more than $15 billion in revenue potential, the combination will greatly increase Bristol-Myers Squibb’s Phase I and II assets, which will provide the next set of registrational opportunities in core therapeutic areas. With an expanded set of scientific platforms and research capabilities, Bristol-Myers Squibb will be well positioned to discover and develop highly innovative medicines and accelerate these new options to patients through one of the highest-performing commercial organizations in the industry.
• Bristol-Myers Squibb is well positioned for 2025 and beyond with continued leadership across Oncology and a diversified portfolio of assets. The combined company will have a broad, balanced and earlier life-cycle marketed portfolio with a significantly higher number of opportunities across multiple diseases to drive the growth of Bristol-Myers Squibb in the second half of the decade. These opportunities will support financial strength for continued investment and innovation.
• The Celgene transaction is expected to generate meaningful financial benefits for all stockholders. With more than $45 billion of expected free cash flow generation over the first three full years post-closing, the combination will enable rapid debt reduction to de-lever the balance sheet and strengthen Bristol-Myers Squibb’s credit profile. Bristol-Myers Squibb expects to realize run-rate cost synergies of approximately $2.5 billion by 2022 from the combination, and the combined company is expected to grow revenue and EPS every year through 2025.

Date: February 25, 2019

Source: MarketWatch