Amends Registration Statement on Form S-4 with SEC
Remains on Track to Hold Special Meetings of Stockholders on April 12, 2019
Updated Investor Presentation Highlights Strong Strategic and Financial Merits of Transaction
NEW YORK--(BUSINESS WIRE)--Bristol-Myers Squibb Company (NYSE:BMY) today provided an update on its
proposed acquisition of Celgene Corporation (NASDAQ:CELG).
Bristol-Myers Squibb announced that it has filed an amended registration
statement on Form S-4 with the Securities and Exchange Commission
(“SEC”) in connection with Bristol-Myers Squibb’s proposed acquisition
of Celgene. The special meetings of stockholders of both Bristol-Myers
Squibb and Celgene are currently scheduled for April 12, 2019, and the
record dates for stockholders of both companies eligible to vote at the
respective special meetings have been set for March 1, 2019. At the
special meetings, stockholders of the respective companies will vote on
proposals related to the definitive merger agreement between the two
companies announced on January 3, 2019.
Bristol-Myers Squibb is continuing its engagement with regulatory
authorities in connection with the transaction. In order to facilitate
continued dialogue with the Federal Trade Commission (the “FTC”),
Bristol-Myers Squibb determined to voluntarily withdraw and refile its
premerger notification and report form under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”).
Bristol-Myers Squibb expects to refile its premerger notification and
report form under the HSR Act on February 20, 2019, which will restart
the 30-day time frame for the FTC’s initial review of the transaction.
The transaction remains on track to close in the third quarter of 2019.
An updated investor presentation about the transaction 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:
-
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.
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, which included a
preliminary joint proxy statement of Bristol-Myers Squibb and Celgene
that also constitutes a preliminary prospectus of Bristol-Myers Squibb.
The registration statement has not yet become effective. After the
registration statement is declared effective by the SEC, a definitive
joint proxy statement/prospectus will be mailed to stockholders of
Bristol-Myers Squibb and Celgene. INVESTORS AND SECURITY HOLDERS OF
BRISTOL-MYERS SQUIBB AND CELGENE ARE URGED TO READ THE 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
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 [email protected].
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,
2017, which was filed with the SEC on February 13, 2018, 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, 2017, which was
filed with the SEC on February 7, 2018, its proxy statement for its 2018
annual meeting of stockholders, which was filed with the SEC on April
30, 2018, and its Current Reports on Form 8-K, which were filed with the
SEC on June 1, 2018, June 19, 2018 and November 2, 2018. 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 preliminary joint proxy
statement/prospectus filed with the SEC and will be contained in the
definitive joint proxy statement/prospectus 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 also contains certain non-GAAP financial measures,
adjusted to include certain costs, expenses, gains and losses and other
specified items. Reconciliations of these non-GAAP financial measures to
the most comparable GAAP measures are available on the company's website
at www.bms.com.
A reconciliation of pro forma measures, however, is not provided due to
no reasonably accessible or reliable comparable GAAP measures for
certain pro forma measures and the inherent difficulty in forecasting
and quantifying certain pro forma measures that are necessary for such
reconciliation.