Bristol-Myers Squibb to Acquire Celgene in $74-Billion Deal

January 3, 2019

Merger cites combined strengths in oncology, immunology and inflammation, and cardiovascular disease.

Pharma industry mergers kicked off 2019 in a big way, with an announced $74-billion agreement between Bristol-Myers Squibb and Celgene on Jan. 3, in which Bristol-Myers Squibb will acquire Celgene in a cash and stock transaction.

According to a statement announcing the merger, the combined company will have nine products with more than $1 billion in annual sales including oncology therapies Opdivo, Yervoy, Revlimid, and Pomalyst; immunology and inflammation therapies Orencia and Otezla; and the cardiovascular drug Eliquis.

The announcement cited six expected near-term product launches representing $15 billion in potential revenue, an early-stage pipeline of 50 potential assets for solid tumors and hematologic malignancies, immunology and inflammation, cardiovascular disease, and fibrotic disease; and capabilities in small-molecule design, biologics/synthetic biologics, protein homeostasis, antibody engineering, and cell therapy.

Under terms of the agreement, Celgene shareholders will receive one share of Bristol-Myers Squibb stock and $50.00 in cash for each share of Celgene as well as compensation when future regulatory milestones are met. Bristol-Myers Squibb shareholders are expected to hold approximately 69% of the company, and Celgene shareholders are expected to own approximately 31%.

“Together with Celgene, we are creating an innovative biopharma leader, with leading franchises and a deep and broad pipeline that will drive sustainable growth and deliver new options for patients across a range of serious diseases,” said Giovanni Caforio, chairman and chief executive officer of Bristol-Myers Squibb, in a statement announcing the merger. “As a combined entity, we will enhance our leadership positions across our portfolio, including in cancer and immunology and inflammation. We will also benefit from an expanded early- and late-stage pipeline that includes six expected near-term product launches. Together, our pipeline holds significant promise for patients, allowing us to accelerate new options through a broader range of cutting-edge technologies and discovery platforms.”

“For more than 30 years, Celgene’s commitment to leading innovation has allowed us to deliver life-changing treatments to patients in areas of high unmet need. Combining with Bristol-Myers Squibb, we are delivering immediate and substantial value to Celgene shareholders and providing them meaningful participation in the long-term growth opportunities created by the combined company,” said Mark Alles, chairman and chief executive officer of Celgene in the statement. “Our employees should be incredibly proud of what we have accomplished together and excited for the opportunities ahead of us as we join with Bristol-Myers Squibb, where we can further advance our mission for patients. We look forward to working with the Bristol-Myers Squibb team as we bring our two companies together.”

Caforio will serve as chairman of the board and chief executive officer of the company. Two members from Celgene’s Board will be added to the board of directors of Bristol-Myers Squibb.

The Boards of Directors of both companies have approved the combination. Shareholders of both companies must approve the transaction.  Pending the satisfaction of customary closing conditions and regulatory approvals, the transaction is expected to close in the third quarter of 2019.

Source: Bristol-Myers Squibb