USA: Merger & Acquisition Bristol-Myers Squibb Files Investor Presentation with SEC
The presentation highlights important benefits and information for the shareholders in relation to Bristol-Myers Squibb’s pending transaction with Celgene. The firm also requests shareholders to vote in favour of the proposed transaction on the white proxy card.
New York/USA – Bristol-Myers Squibb Company has recently filed a new investor presentation with the Securities and Exchange Commission (SEC) in connection with its previously announced definitive merger agreement with Celgene Corporation.
The investor presentation is available on the SEC’s website and on Bristol-Myers Squibb’s website. Highlights of the presentation include:
The Celgene acquisition is a financially and strategically compelling transaction
o Enhanced product leadership and pipeline: The combined company will be #1 in oncology, #1 in cardiovascular, and top 5 in immunology and inflammation with nine current products over 1 billion dollars in annual sales, six near-term launches, and robust early-stage pipeline and cutting edge technologies and discovery platforms;
o Attractive value: Value of approximately 55 billion dollars from marketed products and in excess of 20 billion dollars from synergies implies that the Celgene pipeline was acquired for a highly attractive price when compared to the aggregate purchase price of 90 billion dollars;
o Ideal timing: Trading ratio at two-year lows and Celgene P/E near an all-time low when deal was announced;
o Sustainable financial strength: Sales and earnings projected to grow every year through 2025; Significant margin improvement of approximately 800 basis points to 36 % on a 2018 pro forma basis before the impact of cost synergies compared to 28 % on a standalone basis.
Bristol-Myers Squibb has generated a track-record of financial and operational out performance
o Strong operating performance drives long-term value creation: Five year CAGRs for net revenue and adjusted EPS of 7 % and 17 %, respectively, both in excess of peer median, with adjusted operating margin up 725 basis points over that time period. Bristol-Myers Squibb has met or exceeded top line and EPS guidance and estimates on an annual basis each year since 2013;
o Industry-leading commercialisation: Opdivo is one of the most successful commercial oncology launches and has a leadership position in 16 FDA approved indications and delivered 6.7 billion dollars in 2018 sales, up 36 % year-over-year. Additionally, Eliquis is the #1 world-wide novel anti-coagulant despite being the third entrant to market and generated 6.4 billion dollars in 2018 sales, up 32 % year-over-year;
o Portfolio transition success: Transitioned portfolio through multiple Losses of Exclusivity over the last five years, with approximately 60 % of 2018 sales coming from new products launched during that period.
The transaction is the result of a robust process characterized by strong oversight, extensive diligence and focused planning
o Comprehensive process: Prioritised more than 20 transformational and ‘string-of-pearls’ opportunities, and Celgene selected as most attractive opportunity;
o Thorough Board oversight: Consistent Board involvement throughout process, with eight meetings to discuss Celgene opportunity;
o Extensive diligence: Six-month deep-dive analysis and five subsequent weeks of confidential due diligence provided comprehensive view of Celgene’s opportunities and risks;
o Focused and committed to a successful integration: Complementary nature of businesses, strong team in place to manage integration and rigorous planning approach.
The Bristol-Myers Squibb Board unanimously recommends that the company’s shareholders vote their shares ‘For’ the approval of the issuance of shares of the firm’s common stock in connection with its proposed acquisition of Celgene prior to the Special Meeting, which will be held on April 12, 2019. All Bristol-Myers Squibb shareholders of record as of the close of business on March 1, 2019 will be entitled to vote their shares.
The company urges shareholders to discard any blue proxy cards and disregard any related solicitation materials sent to them by Starboard Value, which is soliciting proxies from Bristol-Myers Squibb shareholders against approving the merger. Irrespective of whether shareholders previously submitted a blue proxy card pertaining to the proposals contained in the firm’s definitive proxy statement, the Company urges shareholders to cast their vote on the White proxy card ‘For’ the proposal to approve the transaction.
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