Cases & Deals

Celgene to be acquired by Bristol-Myers Squibb for approx. $74 billion

Clients Celgene Corporation

Jones Day advised Celgene Corporation (NASDAQ: CELG) in connection with the intellectual property and technology transactions aspects of its cash-and-stock merger with Bristol-Myers Squibb (NYSE: BMY) which has an equity value of approximately $74 billion. The transaction will create a leading focused specialty biopharma company 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. With complementary areas of focus, the combined company will operate with global reach and scale, maintaining the speed and agility that is core to each company’s strategic approach.

Pursuant to the terms of the merger agreement, for each share of Celgene stock, Celgene shareholders will receive one share of Bristol-Myers Squibb stock along with $50 in cash and one tradeable contingent value right, the payment of which is linked to the achievement of future regulatory milestones. When the transaction is completed, Celgene shareholders are expected to own about 31 percent of the combined company. The transaction is expected to close in the third quarter of 2019 and is subject to approval by Celgene and Bristol-Myers Squibb shareholders and the satisfaction of customary closing conditions and regulatory approvals.

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