Bristol-Myers to acquire Celgene in $74-bn cash-and-stock deal

03 Jan 2019


US pharmaceutical giant Bristol-Myers Squibb Company will acquire smaller peer Celgene Corporation in a cash and stock transaction worth about $74 billion, to create a leading focused specialty biopharma company.

New York-based Bristol-Myers and Summit, New Jersey headquartered Celgene have entered into a definitive agreement under which Bristol-Myers Squibb will acquire Celgene in a cash-and-stock transaction. 
Under the deal, Celgene shareholders will receive one Bristol-Myers Squibb share and $50 in cash for each share held, or $102.43 per share, a premium of 53.7 per cent to Celgene’s Wednesday close.
Celgene shareholders will also receive one tradable contingent value right for each share held, which will entitle them to payments for future regulatory milestones.
Bristol-Myers Squibb manufactures prescription pharmaceuticals and biologics in several therapeutic areas, including cancer, HIV/AIDS, cardiovascular disease, diabetes, hepatitis, rheumatoid arthritis and psychiatric disorders.
Celgene Corporation is a biotechnology company that discovers, develops and commercialises medicines for cancer and inflammatory disorders. It is incorporated in Delaware and headquartered in Summit, New Jersey.
The combined entity will be 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, Bristol-Myers stated in a release. 
The combined company will have nine products with more than $1 billion in annual sales and significant potential for growth in oncology, immunology and inflammation and cardiovascular disease.
With Celgene in its fold Bristol-Myers hopes to build an even stronger commercial presence in the key disease franchises with exciting new medicines, including six expected near-term opportunities, while also advancing a significantly enhanced early-stage pipeline.
The combinations plans to integrate a broad range of discovery modalities that will further strengthen the existing pipeline.
Bristol-Myers expects a free cash flow generation of more than $45 billion over the first three full years post-closing, while maintaining strong investment grade credit ratings and 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.
“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. As a combined entity, we will enhance our leadership positions across our portfolio, including in cancer and immunology and inflammation,” Giovanni Caforio, MD, chairman and CEO of Bristol-Myers Squibb, said.
He said the combined entity will also derive benefits from an expanded early- and late-stage pipeline that includes six expected near-term product launches.
“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,” Mark J Alles, MD, chairman and CEO of Celgene, added.
Bristol-Myers proposes to fund the cash portion of the transaction through a combination of cash on hand and debt financing. The company has obtained fully committed debt financing from Morgan Stanley Senior Funding Inc and MUFG Bank Ltd.

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