Bristol-Myers Squibb and Celgene announced that they have entered into a definitive merger agreement under which Bristol-Myers Squibb will acquire Celgene in a cash and stock transaction with an equity value of approximately $ 74 billion. The combination creates a leading specialty biopharma company in the areas of cancer, inflammatory and immunologic.
New York/USA — Celgene, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of cancer and inflammatory diseases through next-generation solutions in protein homeostasis, immuno-oncology, epigenetics, immunology and neuro-inflammation.
After completion of the transaction, Bristol-Myers Squibb shareholders are expected to own approximately 69 % of the company, and Celgene shareholders are expected to own approximately 31 %. The Boards of Directors of both companies have approved the combination. The cash portion will be funded through a combination of cash on hand and debt financing. The acquiring company expects to realize run-rate cost synergies of approximately $ 2.5 billion by 2022.
According to Giovanni Caforio, M.D., Chairman and Chief Executive Officer of Bristol-Myers Squibb, the combined entity, is to enhance the leadership positions across the joint portfolio, including in cancer and immunology and inflammation. The company would also benefit from an expanded early- and late-stage pipeline that includes six expected near-term product launches, he added. The early-stage pipeline includes 50 high potential assets, many with important data readouts in the near-term, the company announced. Together, the company would have expanded innovation capabilities in small molecule design, biologics/synthetic biologics, protein homeostasis, antibody engineering and cell therapy. Furthermore, strong external partnerships are to provide access to additional modalities.
Following the close of the transaction, Dr. Caforio will continue to 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 transaction is subject to approval by Bristol-Myers Squibb and Celgene shareholders and the satisfaction of customary closing conditions and regulatory approvals. The companies expect to complete the transaction in the third quarter of 2019.