Bristol-Myers Squibb Announces Filing of Definitive Proxy Statement in Connection with Proposed Merger with Celgene

Bristol-Myers Squibb Company (NYSE:BMY) today announced that it has filed definitive proxy materials with the U.S. Securities and Exchange Commission in connection with the Company's pending merger with Celgene Corporation (NASDAQ:CELG). Bristol-Myers Squibb will commence mailing the joint proxy statement / prospectus to its stockholders on or about February 22.

The Bristol-Myers Squibb Special Meeting of Stockholders is scheduled to take place on April 12, 2019 at 10:00 a.m. Eastern Time. The meeting will be held at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022. All stockholders of record of Bristol-Myers Squibb common stock as of the close of business on March 1, 2019 will be entitled to vote their shares either in person or by proxy at the stockholder meeting.

The Bristol-Myers Squibb Board of Directors believes this combination is in the best interests of the Company and its stockholders, and recommends that stockholders vote "FOR" the approval of the issuance of shares of Bristol-Myers Squibb common stock in the merger, as well as all other proposals included on the enclosed WHITE proxy card, today.

As previously announced on January 3, 2019, the combination of Bristol-Myers Squibb and Celgene will create a leading focused specialty biopharma company that is 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. Highlights of the transaction 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.

Bristol-Myers Squibb and Celgene continue to expect that the transaction will close in the third quarter of 2019, subject to approval by Bristol-Myers Squibb and Celgene stockholders and the satisfaction of customary closing conditions and regulatory approvals.

Register as Visitor to CPhI China 2019!