Urges Shareholders to Vote “FOR” the Proposed Transaction on the WHITE Proxy Card
NEW YORK--(BUSINESS WIRE)--Bristol-Myers Squibb Company (NYSE: BMY) today filed a new investor
presentation with the Securities and Exchange Commission (SEC) in
connection with its previously announced definitive merger agreement
with Celgene Corporation (NASDAQ: CELG).
The investor presentation is available on the SEC’s website at www.SEC.gov
and on Bristol-Myers Squibb’s website at https://www.bms.com/investors.html.
Highlights of the presentation include:
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The Celgene acquisition is a financially and strategically
compelling transaction.
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Enhanced product leadership and pipeline: The combined
company will be #1 in oncology, #1 in cardiovascular, and top 5 in
immunology and inflammation with nine current products over $1
billion in annual sales, six near-term launches, and robust
early-stage pipeline and cutting edge technologies and discovery
platforms;
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Attractive value: Value of approximately $55 billion from
marketed products and in excess of $20 billion from synergies
implies that the Celgene pipeline was acquired for a highly
attractive price when compared to the aggregate purchase price of
$90 billion;
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Ideal timing: Trading ratio at two-year lows and Celgene
P/E near an all-time low when deal was announced;
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Sustainable financial strength: Sales and earnings
projected to grow every year through 2025; Significant margin
improvement of approximately 800 basis points to 36% on a 2018 pro
forma basis before the impact of cost synergies compared to 28% on
a standalone basis.
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Bristol-Myers Squibb has generated a track-record of financial and
operational outperformance.
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Strong operating performance drives long-term value creation: Five
year CAGRs for net revenue and adjusted EPS of 7% and 17%,
respectively, both in excess of peer median, with adjusted
operating margin up 725 basis points over that time period.
Bristol-Myers Squibb has met or exceeded top line and EPS guidance
and estimates on an annual basis each year since 2013;
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Industry-leading commercialization: Opdivo is one of the
most successful commercial oncology launches and has a leadership
position in 16 FDA approved indications and delivered $6.7 billion
in 2018 sales, up 36% year-over-year. Additionally, Eliquis is the
#1 world-wide novel anti-coagulant despite being the third entrant
to market and generated $6.4 billion in 2018 sales, up 32%
year-over-year;
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Portfolio transition success: Transitioned portfolio
through multiple Losses of Exclusivity over the last five years,
with approximately 60% of 2018 sales coming from new products
launched during that period.
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The transaction is the result of a robust process characterized by
strong oversight, extensive diligence and focused planning.
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Comprehensive process: Prioritized more than 20
transformational and ‘string-of-pearls’ opportunities, and Celgene
selected as most attractive opportunity;
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Thorough Board oversight: Consistent Board involvement
throughout process, with eight meetings to discuss Celgene
opportunity;
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Extensive diligence: Six-month deep-dive analysis and five
subsequent weeks of confidential due diligence provided
comprehensive view of Celgene’s opportunities and risks;
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Focused and committed to a successful integration: Complementary
nature of businesses, strong team in place to manage integration
and rigorous planning approach.
The Bristol-Myers Squibb Board unanimously recommends that
Bristol-Myers Squibb shareholders vote their shares “FOR” the approval
of the issuance of shares of the Company’s common stock in connection
with our proposed acquisition of Celgene prior to the Special
Meeting, which will be held on April 12, 2019. All Bristol-Myers
Squibb shareholders of record as of the close of business on March 1,
2019 will be entitled to vote their shares.
Bristol-Myers Squibb urges shareholders to discard any blue proxy cards
and disregard any related solicitation materials sent to you by
Starboard Value LP, which is soliciting proxies from Bristol-Myers
Squibb shareholders against approving the merger. Irrespective of
whether shareholders previously submitted a blue proxy card pertaining
to the proposals contained in Bristol-Myers Squibb’s definitive proxy
statement, the Company urges shareholders to cast their vote on the WHITE
proxy card “FOR” the proposal to approve the transaction.
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If you have any questions, require assistance with voting your
proxy card,
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or need additional copies of proxy material, please contact
MacKenzie Partners.
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MacKenzie Partners, Inc.
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1407 Broadway, 27th Floor
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New York, NY 10018
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proxy@mackenziepartners.com
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(212) 929-5500 or Toll-Free (800) 322-2885
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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, and
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. 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 https://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 https://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 https://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.
Certain Information Regarding Participants
Bristol-Myers Squibb, Celgene, and their respective directors and
executive officers may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information about
the directors and executive officers of Bristol-Myers Squibb is set
forth in its Annual Report on Form 10-K for the year ended December 31,
2018, which was filed with the SEC on February 25, 2019, its proxy
statement for its 2018 annual meeting of stockholders, which was filed
with the SEC on March 22, 2018, and its Current Report on Form 8-K,
which was filed with the SEC on August 28, 2018. Information about the
directors and executive officers of Celgene is set forth in its Annual
Report on Form 10-K for the year ended December 31, 2018, which was
filed with the SEC on February 26, 2019, as amended on March 1, 2019.
Other information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by security
holdings or otherwise, are contained in the definitive joint proxy
statement/prospectus of Bristol-Myers Squibb and Celgene filed with the
SEC and other relevant materials to be filed with the SEC regarding the
proposed transaction when they become available. You may obtain these
documents (when they become available) free of charge through the
website maintained by the SEC at https://www.sec.gov/
and from Investor Relations at Bristol-Myers Squibb or Celgene as
described above.
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.
This communication contains non-GAAP financial measures that are
adjusted to exclude certain costs, expenses, gains and losses and other
specified items that are evaluated on an individual basis. Non-GAAP
information is intended to portray the results of our baseline
performance, supplement or enhance management, analysts and investors
overall understanding of our underlying financial performance and
facilitate comparisons among current, past and future periods. This
information is not intended to be considered in isolation or as a
substitute for financial measures prepared in accordance with GAAP and
may not be the same as or comparable to similarly titled measures
presented by other companies due to possible differences in method and
in the items being adjusted.
Media:Carrie Fernandez609-252-5222 Carrie.Fernandez@bms.com or Andy Brimmer / Dan KatcherJoele Frank, Wilkinson Brimmer Katcher212-355-4449 Investors:Tim Power609-252-7509 timothy.power@bms.com or Dan BurchMacKenzie Partners, Inc.212-929-5748 dburch@mackenziepartners.com