Filed by Celgene Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Filer: Celgene Corporation
Subject Company: Celgene Corporation
SEC File No.: 001-34912
Form S-4 filed by Bristol Myers-Squibb File
No.: 333-229464
Date: February 22, 2019
Explanatory Note: The
following press release was provided to employees of Celgene Corporation on February 22, 2019.
Bristol-Myers Squibb Announces Filing
of Definitive Proxy Statement in Connection with
Proposed Merger with Celgene
Schedules April 12, 2019 Special Meeting
of Stockholders to Vote on Transaction
NEW YORK, February 22, 2019
– Bristol-Myers Squibb
Company (NYSE:BMY) today announced that it has filed definitive proxy materials with the U.S. Securities and Exchange Commission
in connection with the Company’s pending merger with Celgene Corporation (NASDAQ:CELG). Bristol-Myers Squibb will commence
mailing the joint proxy statement / prospectus to its stockholders on or about February 22.
The Bristol-Myers Squibb Special Meeting of Stockholders is
scheduled to take place on April 12, 2019 at 10:00 a.m. Eastern Time. The meeting will be held at the offices of Kirkland &
Ellis LLP located at 601 Lexington Avenue, New York, New York 10022. All stockholders of record of Bristol-Myers Squibb common
stock as of the close of business on March 1, 2019 will be entitled to vote their shares either in person or by proxy at the stockholder
meeting.
The Bristol-Myers Squibb Board of Directors believes this combination
is in the best interests of the Company and its stockholders, and recommends that stockholders vote “FOR” the approval
of the issuance of shares of Bristol-Myers Squibb common stock in the merger, as well as all other proposals included on the enclosed
WHITE proxy card, today.
As previously announced on January 3, 2019, the combination
of Bristol-Myers Squibb and Celgene will create a leading focused specialty biopharma company that is well positioned to address
the needs of patients with cancer, inflammatory and immunologic disease and cardiovascular disease through high-value innovative
medicines and leading scientific capabilities. Highlights of the transaction include:
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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.
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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.
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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.
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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.
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Bristol-Myers Squibb and Celgene continue to expect that the
transaction will close in the third quarter of 2019, subject to approval by Bristol-Myers Squibb and Celgene stockholders and the
satisfaction of customary closing conditions and regulatory approvals.
If Bristol-Myers Squibb stockholders have any questions or require
assistance in voting their shares of Bristol-Myers Squibb stock, they should call MacKenzie Partners, Inc., Bristol-Myers Squibb’s
proxy solicitor for its special meeting, toll-free at (800) 322-2885 or at (212) 929-5500.
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.
If you have any questions, require assistance
with voting your proxy card,
or need additional copies of proxy material,
please call MacKenzie Partners
at the phone numbers listed below.
1407 Broadway, 27
th
Floor
New York, NY 10018
proxy@mackenziepartners.com
(212) 929-5500 or Toll-Free (800) 322-2885
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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 the 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 http://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 http://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 http://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, 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
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 http://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.
Contacts
Media:
Laura Hortas
609-252-4587
laura.hortas@bms.com
or
Andy Brimmer / Dan Katcher
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Investors:
Tim Power
609-252-7509
timothy.power@bms.com
or
Dan Burch
MacKenzie Partners, Inc.
212-929-5748
dburch@mackenziepartners.com
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