Transaction on Track to Close in Third Quarter
of 2019
Bristol-Myers Squibb Company (NYSE: BMY) today announced that
its shareholders voted to approve the issuance of shares of
Bristol-Myers Squibb common stock in connection with the Company’s
pending merger with Celgene Corporation (NASDAQ:CELG) at the
Special Meeting of Stockholders.
“We are pleased with the outcome of today’s Special Meeting and
thank our shareholders for their support for this combination,”
said Giovanni Caforio, M.D., Chairman and Chief Executive Officer
of Bristol-Myers Squibb. “Together with Celgene, we will create a
premier innovative biopharma company with leading scientific
capabilities that is well positioned to address the needs of
patients through high-value innovative medicines. We look forward
to bringing the companies together, which we believe will deliver
significant shareholder value.”
More than 75% of the shares voted at the Special Meeting were
voted in favor of the Celgene merger agreement. Bristol-Myers
Squibb will file the final vote results, as certified by the
independent Inspector of Election, on a Form 8-K with the U.S.
Securities and Exchange Commission.
The transaction remains on track to close in the third quarter
of 2019, subject to the satisfaction of customary closing
conditions and regulatory approvals.
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.
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”), on February 1, 2019, Bristol-Myers Squibb
filed with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4, as amended on February 1, 2019
and February 20, 2019, containing a joint proxy statement of
Bristol-Myers Squibb and Celgene that also constitutes a prospectus
of Bristol-Myers Squibb. The registration statement was declared
effective by the SEC on February 22, 2019, Bristol-Myers Squibb and
Celgene commenced mailing the definitive joint proxy
statement/prospectus to stockholders of Bristol-Myers Squibb and
Celgene on or about February 22, 2019, and the special meetings of
the stockholders of Bristol-Myers Squibb and Celgene were held on
April 12, 2019. INVESTORS AND SECURITY HOLDERS OF
BRISTOL-MYERS SQUIBB AND CELGENE ARE URGED TO READ THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT
WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the
registration statement and the definitive joint proxy
statement/prospectus 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 are available free of charge on
Bristol-Myers Squibb’s internet website at http://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 are available free of
charge on Celgene’s internet website at http://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.
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 cash earnings per share, capital structure, debt repayment, 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 decline 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. You also should understand that it is not possible to
predict or identify all such factors and that this list should not
be considered a complete statement of all potential risks and
uncertainties. Investors also should realize that if underlying
assumptions prove inaccurate or if unknown risks or uncertainties
materialize, actual results could vary materially from
Bristol-Myers Squibb’s or Celgene’s projections. Except as
otherwise required by law, neither Bristol-Myers Squibb nor Celgene
is under any obligation, and each expressly disclaim any
obligation, to update, alter, or otherwise revise any
forward-looking statements included in this communication or
elsewhere, whether written or oral, that may be made from time to
time relating to any of the matters discussed in this
communication, whether as a result of new information, future
events or otherwise, as of any future date.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190412005305/en/
Media:Carrie Fernandez609-252-5222Carrie.Fernandez@bms.com
or
Andy Brimmer / Dan KatcherJoele Frank, Wilkinson Brimmer
Katcher212-355-4449
Investors:Tim Power609-252-7509timothy.power@bms.com
or
Dan BurchMacKenzie Partners,
Inc.212-929-5748dburch@mackenziepartners.com
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