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November 21, 2019

Bristol-Myers closes $74bn Celgene acquisition

Bristol-Myers Squibb (BMS) has closed the acquisition of Celgene via a cash and stock transaction worth an equity value of $74bn, or $102.43 per share.

Bristol-Myers Squibb (BMS) has closed the acquisition of Celgene via a cash and stock transaction worth an equity value of $74bn, or $102.43 per share.

Proposed in January, the deal secured all relevant regulatory and shareholder approvals.

The shareholders’ approval came in April, following initial opposition from Wellington Management and Starboard Value.

Following the closing of the transaction, Celgene became a wholly owned subsidiary of BMS.

Under the agreement, Celgene shareholders obtained for each share, one share of BMS common stock and $50 in cash without interest.

BMS also provided one tradeable contingent value right, which will fetch $9 in cash on the achievement of select future regulatory milestones.

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The merger is expected to create a global, speciality biopharma company with a focus on oncology, inflammation, immunologic and cardiovascular diseases.

Bristol-Myers Squibb chairman and CEO Giovanni Caforio said: “This is an exciting day for Bristol-Myers Squibb as we bring together the leading science, innovative medicines and incredible talent of Bristol-Myers Squibb and Celgene to create a leading biopharma company.

“With our leading franchises in oncology, haematology, immunology and cardiovascular disease, and one of the most diverse and promising pipelines in the industry, I know we will deliver on our vision of transforming patients’ lives through science.”

In August, Celgene agreed to sell the worldwide rights of its psoriasis drug Otezla (apremilast) to Amgen for $13.4bn, as part of the process to obtain the US Federal Trade Commission (FTC) approval for the BMS merger.

The FTC accepted the proposal earlier this month and approved the closing of the acquisition.

Furthermore, BMS has said that its board of directors authorised the repurchase of $7bn of its common stock. The company has signed accelerated share repurchase agreements with Morgan Stanley and Barclays Bank to facilitate the repurchase.

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