BMS Completes $74-Billion Acquisition of Celgene

Bristol-Myers Squibb (BMS) has completed its $74-billion acquisition of Celgene following the receipt of regulatory approval from all government authorities required by the merger agreement and, as announced on April 12, 2019, approval by Bristol-Myers Squibb and Celgene stockholders.

In connection with the regulatory approval process for the transaction, Celgene entered into an agreement to divest the global rights to Otezla (apremilast), a drug for treating certain types of psoriasis and psoriatic arthritis, to Amgen for $13.4 billion. On November 15, 2019, BMS announced that the US Federal Trade Commission (FTC) accepted the proposed consent order in connection with the pending merger of BMS and Celgene, including the divestiture of Otezla, thereby permitting the parties to close the merger. BMS says it expects the Otezla divestiture to be completed promptly following the closing of the merger and plans to prioritize the use of proceeds for debt reduction.

With the closing of the acquisition, Celgene became a wholly owned subsidiary of BMS. Under the terms of the merger, Celgene shareholders received for each share, $1.00 share of BMS common stock, $50.00 in cash without interest, and one tradeable contingent value right, which will entitle the holder to receive a payment of $9.00 in cash if certain future regulatory milestones are achieved. Celgene common stock ceased trading as of the close of trading on November 20, 2019.

Bristol-Myers Squibb also announced that its Board of Directors has authorized the repurchase of $7 billion of BMS common stock. The company has entered into accelerated share repurchase (ASR) agreements with Morgan Stanley and Barclays Bank to repurchase, in aggregate, $7 billion of BMS common stock. Approximately 80% of the shares to be repurchased under the transaction will be received by BMS on November 27, 2019. The total number of shares ultimately repurchased under the program will be determined upon final settlement and will be based on a discount to the volume-weighted average price of BMS’ common stock during the ASR period. BMS anticipates that all repurchases under the ASR will be completed by the end of the second quarter of 2020.

Source: Bristol-Myers Squibb

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