Bristol-Myers Squibb Company (NYSE: BMY) today provided an
update on the approval process and timeline for the Company’s
pending merger with Celgene Corporation (NASDAQ: CELG). The Company
remains actively engaged in discussions with the U.S. Federal Trade
Commission (“FTC”) on the FTC’s continued review of the proposed
transaction. To allow the transaction to close on a timely basis in
light of concerns expressed by the FTC, the Company is planning the
divestiture of OTEZLA® (apremilast).
The divestiture is subject to further review by the FTC and
requires that Bristol-Myers Squibb enter into a consent decree with
the FTC. Once the FTC accepts the consent order and the other
customary closing conditions are satisfied, Bristol-Myers Squibb
intends to close the Celgene transaction at the earliest possible
date, which it currently expects to be at the end of 2019 or the
beginning of 2020. The proceeds of the OTEZLA sale will allow
Bristol-Myers Squibb to accelerate its post-closing deleveraging
plans.
Bristol-Myers Squibb and Celgene have concluded their
pre-notification process with the European Commission, and are
pleased to confirm that they have today submitted the formal
application for clearance by the European Commission.
The Company commented:
"Bristol-Myers Squibb is committed to working
with regulatory authorities around the world on the proposed
combination with Celgene. The Company is focused on realizing the
promise of the transaction, and is continuing to work to complete
the transaction on a timely basis.
“Bristol-Myers Squibb reaffirms the
significant value creation opportunity of the acquisition of
Celgene. Together with $2.5 billion of cost synergies, a compelling
pipeline and a strong portfolio of marketed products, the Company
continues to expect growth in sales and earnings through 2025.
“The Company is continuing to develop its
promising immunology pipeline asset, tyrosine kinase 2 (TYK2)
inhibitor, in several autoimmune diseases, including psoriasis.
Bristol-Myers Squibb looks forward to advancing its leadership in
core areas of focus, including immunology, and delivering highly
innovative medicines that bring meaningful benefits to patients as
a combined company.”
Bristol-Myers Squibb and Celgene have received approval for
Bristol-Myers Squibb’s acquisition of Celgene from their respective
shareholders.
Morgan Stanley & Co. LLC is serving as financial advisor
regarding the planned divestiture.
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 identify these forward-looking statements by the
fact that they use words such as “should,” “expect,” “anticipate,”
“estimate,” “target,” “may,” “project,” “guidance,” “intend,”
“plan,” “believe” and others words and terms of similar meaning and
expression in connection with any discussion of future operating or
financial performance. You can also identify forward-looking
statements by the fact that they do not relate strictly to
historical or current facts. These statements are likely to relate
to, among other things, statements about the strategic process to
execute the sale of OTEZLA and the pending merger with Celgene, the
interest of bidders for OTEZLA, projections as to use of proceeds
from the OTEZLA sale (including with respect to the impact on
Bristol-Myers Squibb’s post-closing deleveraging plans) and the
anticipated benefits of the OTEZLA sale and of the merger and the
expected timing of completion of the OTEZLA sale and of the merger
and are based on current expectations and involve inherent risks
and uncertainties, including factors that could delay, divert or
change any of them, and could cause actual outcomes to differ
materially from current expectations.
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: the completion of the OTEZLA sale and of the merger may not
occur on the anticipated terms and timing or at all; a condition to
the closing of the merger may not be satisfied; the combined
company will have substantial indebtedness following the completion
of the merger; 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 merger; 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 announcements
relating to the OTEZLA sale or the consummation of the merger have
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.
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. Except as otherwise
required by law, Bristol-Myers Squibb undertakes no obligation to
publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20190624005294/en/
Media: Carrie Fernandez 609-252-5222
Carrie.Fernandez@bms.com
or
Andy Brimmer / Dan Katcher Joele Frank, Wilkinson Brimmer
Katcher 212-355-4449
Investors: Tim Power 609-252-7509 timothy.power@bms.com
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