Bristol Myers Squibb Completes Acquisition of Celgene and Announces Global Divestiture of OTEZLA® (apremilast) to Amgen for $13.4 Billion

China Finance Online, November 21 – Bristol-Myers Squibb Company (NYSE: BMY) announced today that it has obtained all necessary regulatory approvals for the merger agreement to acquire Celgene, which had already been approved by shareholders of both companies on April 12, 2019. With this milestone, Bristol-Myers Squibb has completed its acquisition of Celgene.

Upon completion of the acquisition, Celgene became a wholly-owned subsidiary of Bristol-Myers Squibb Company, pursuant to the merger agreement. Under the terms of the merger, for each 1.00 share of Celgene held, shareholders received 1.00 share of Bristol-Myers Squibb common stock, $50.00 in interest-free cash, and one tradable Contingent Value Right (CVR). The CVR entitles former Celgene shareholders to receive $9.00 in cash if the acquisition achieves specified regulatory milestones. Trading of Celgene’s common stock ceased after the market close on the transaction date. The newly issued Bristol-Myers Squibb shares and the Contingent Value Rights (ticker symbol: BMYRT) began trading on the New York Stock Exchange on November 21, 2019.

It is reported that, to facilitate regulatory approval of the transaction, Celgene reached an agreement with Amgen (NASDAQ: AMGN) under which Celgene would divest the global rights to the psoriasis drug OTEZLA (apremilast) to Amgen for $13.4 billion in cash following the completion of its merger with Bristol-Myers Squibb. On November 15, 2019, Bristol-Myers Squibb announced that the U.S. Federal Trade Commission (FTC) had accepted the proposed consent order regarding the pending merger between Bristol-Myers Squibb and Celgene, thereby allowing the two parties to complete the merger. Bristol-Myers Squibb expects the divestiture of OTEZLA to be completed as soon as possible after the merger closes and plans to prioritize the use of the proceeds from this divestiture to reduce debt.

Bristol-Myers Squibb also announced that its board of directors had authorized the repurchase of $7 billion worth of the company’s common stock.

To facilitate the authorization, Bristol-Myers Squibb has entered into Accelerated Share Repurchase (ASR) agreements with Morgan Stanley and Barclays Bank to repurchase $7 billion worth of its common stock. The company will fund the repurchases with cash. Bristol-Myers Squibb is scheduled to receive 80% of the shares subject to repurchase in this transaction on November 27, 2019. The final number of shares repurchased will be determined based on final settlement and a discount to the volume-weighted average price of Bristol-Myers Squibb’s common stock during the term of the ASR agreements. Bristol-Myers Squibb expects that all repurchase transactions under the ASR program will be completed by the second quarter of 2020.