Bristol-Myers Squibb, Celgene to Divest Otezla to Amgen for $13.4 Billion

August 26, 2019

The transaction is part of Bristol-Myers Squibb’s proposed acquisition of Celgene.

On Aug. 26, 2019, Bristol-Myers Squibb announced that Celgene, in connection with its merger agreement with Bristol-Myers Squibb, has entered into an agreement with Amgen to sell the global rights to Otezla (apremilast), Celgene’s psoriasis drug, to Amgen for $13.4 billion in cash.

Bristol-Myers Squibb had previously announced the decision to divest Otezla in connection with the ongoing regulatory approval process for the company’s pending merger with Celgene. The closing of the acquisition covered by the agreement with Amgen is contingent on Bristol-Myers Squibb and Celgene entering into a consent decree with the Federal Trade Commission (FTC) in connection with their pending merger, the closing of the pending merger, and the satisfaction of other customary closing conditions. Bristol-Myers Squibb now expects the merger with Celgene to close by the end of 2019.

Under the agreement and subject to the closing conditions, Amgen will acquire Otezla and related intellectual property, including any patents that primarily cover the API apremilast, as well as other assets and liabilities related to the drug. The agreement includes the transfer of Celgene employees primarily dedicated to Otezla.

“This agreement represents an important step toward completing our pending merger with Celgene. It also demonstrates the tremendous achievement of the Celgene team in establishing [Otezla] as an important medicine for patients with psoriasis, psoriatic arthritis, and Behçet’s Disease,” said Giovanni Caforio, MD, chairman and CEO of Bristol-Myers Squibb, in a company press release. “Together with the [Otezla] team, Amgen has the capabilities and infrastructure to continue to support this important medicine and ensure a seamless transition for patients and healthcare providers.”

A strategic fit

For Amgen, the acquisition of Otezla offers many benefits:

  • A strong strategic fit with the company’s long-standing expertise in psoriasis and inflammation

  • A differentiated, oral therapy complementary to the company’s existing inflammation franchise of innovative biologics and biosimilar products

  • At least low double-digit Otezla sales growth, on average, over the next five years

  • Acceleration of Amgen's near- and long-term revenue growth

"The acquisition of Otezla offers a unique opportunity for Amgen to provide patients an innovative oral therapy for psoriasis and psoriatic arthritis that fits squarely within our portfolio and complements our Enbrel [etanercept] and [Amgevita (biosimilar adalimumab)] brands," said Robert A. Bradway, chairman and CEO at Amgen, in a company press release. "We will take advantage of our 20 years of experience in inflammatory disease to realize the full global potential of Otezla as an affordable option for patients with these serious, chronic inflammatory conditions."

In the United States, Otezla is approved for three indications: moderate-to-severe plaque psoriasis; active psoriatic arthritis; and Behçet's Disease. Otezla is approved in more than 50 markets outside the US, including the European Union and Japan, and has patent exclusivity through at least 2028 in the US, Amgen reports.

Source: Bristol-Myers Squibb, Amgen