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What was announced?
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We announced that Bristol-Myers Squibb is acquiring Celgene to create a leading innovative biopharma company that is ideally positioned to address the needs of patients
with cancer, inflammatory and immunologic disease and cardiovascular disease.
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Under the terms of the agreement, Bristol-Myers Squibb will acquire Celgene in a cash and stock transaction with an equity value of approximately $74 billion.
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Celgene shareholders will receive 1.0 Bristol-Myers Squibb share and $50.00 in cash for each share of Celgene. Celgene shareholders will also receive one tradeable
Contingent Value Right (CVR) for each share of Celgene, which will entitle the holder to receive a payment for the achievement of future regulatory milestones.
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With highly complementary science, products and capabilities, we believe the combined company will deliver greater value than either company could deliver on its own for
both patients and shareholders.
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What is a “Contingent Value Right”?
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A Contingent Value Right or “CVR” allows shareholders to receive additional payment if a certain event occurs.
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Under the terms of our agreement, each Celgene share will receive one tradeable CVR, which will entitle its holder to receive a one-time potential payment of $9.00 in
cash upon FDA approval of all three of ozanimod (by December 31, 2020), liso-cel (JCAR017) (by December 31, 2020) and bb2121 (by March 31, 2021), in each case for a specified indication.
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Who is Celgene?
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Celgene is an integrated global biopharma company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of
hematologic malignancies and other inflammatory diseases.
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One of the reasons we are excited to bring our companies together is that we share a vision: improving the lives of patients through innovation.
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For additional information about Celgene, please visit https://www.celgene.com/.
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Why is Bristol-Myers Squibb acquiring Celgene? How does this fit into Bristol-Myers Squibb’s strategy?
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The combination of Bristol-Myers Squibb and Celgene is a natural next step in the evolution of Bristol-Myers Squibb and consistent with our company strategy.
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By acquiring Celgene, we are taking a major step forward in our mission to discover innovative medicines for people with serious and life-threatening diseases. Together,
we will bring significant benefits to our patients, our people and our shareholders. As a combined company, we will:
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Build an even stronger commercial presence in our key disease franchises, led by high performing commercial teams;
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Launch exciting new medicines for patients, including six potential near-term opportunities;
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Advance a significantly enhanced early-stage pipeline; and
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Integrate a broad range of discovery modalities that will further strengthen our pipeline.
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We’ve always been motivated by a desire to improve patients’ lives – this transaction will allow us to do even more for our patients faster than we could have on our own.
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How long before the transaction is completed?
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We intend to move forward expeditiously so that we can begin to capture the benefits of this transaction quickly. We expect to complete the transaction in Q3 2019 given
the expected timeframe to obtain appropriate regulatory and shareholder approvals.
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What are the integration plans? What can we expect in the interim period?
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We expect the transaction to close in Q3 2019. Between now and then, both companies will continue to operate separately. It remains business as usual for all of us at
Bristol-Myers Squibb.
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Following the close of the transaction, Giovanni Caforio will continue to serve as Chairman and Chief Executive Officer of the combined company. Two members from
Celgene’s Board will be added to the Board of Directors of Bristol-Myers Squibb for a total of 13 Bristol-Myers Squibb Board members.
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In the coming weeks, we will be developing integration plans. We are committed to transparency, and we will keep you updated on our progress. Please don’t reach out to
Celgene without consulting with your manager.
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Between now and closing, please remain focused on your responsibilities so that we can continue making a difference in the lives of patients and their families.
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What does this mean for employees?
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We believe this transaction represents an exciting opportunity for employees of the combined company. We will be a biopharma leader with near-term product launch
opportunities as well as an expanded late and early stage pipeline. We expect employees to have greater opportunities for growth and development as part of a more diversified company. Until the transaction closes, it remains business
as usual for all of us at Bristol-Myers Squibb.
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Will there be changes to the executive leadership team? Who will manage the combined business?
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The company will be led by Giovanni Caforio, who will continue to serve as Chairman of the Board and Chief Executive Officer.
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Following the close of the transaction, two members of from Celgene’s Board will be added to the Board of Directors of Bristol-Myers Squibb.
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We will provide additional details on the composition of the company’s executive leadership team as those decisions are finalized.
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Do you anticipate any layoffs following this transaction?
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We will combine the best of both organizations as it relates to processes and people to fully realize value of combination.
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While we expect many new opportunities for employees as part of a larger, stronger organization, in any combination of two companies in the same industry, there will be
some overlap.
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It is important to remember that today is day one, and, between now and closing, we will continue to operate as separate companies. There are many details to be worked
out as part of the integration planning process.
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One of the reasons we are so excited to bring our companies together is that we share a vision: improving the lives of patients through innovation.
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Both Bristol-Myers Squibb and Celgene are committed to making the transition as smooth as possible as we bring our companies together. And, both companies are committed
to transparency.
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What does this announcement mean for our physicians and business partners?
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We expect our business partners and physicians to be enthusiastic about this transaction because we are growing and adding depth and capabilities in areas that are
critical to our shared success.
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Until the transaction closes, both companies will continue to operate as separate companies and will continue to work with physicians and business partners as we always
have.
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How soon can Bristol-Myers Squibb employees interact with Celgene employees?
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You should not engage with Celgene employees unless you are asked.
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We expect the transaction to close in Q3 2019. Between now and then, both companies will continue to operate separately, and it remains business as usual for all of us at
Bristol-Myers Squibb.
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When does integration begin?
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Over the coming weeks, we expect to build an integration planning team with leaders from both companies.
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Working together, we will determine how best to bring our companies together. We will keep employees updated as these plans are developed. Only after the transaction
closes can we begin to implement these plans.
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In the meantime, both companies will continue to operate separately, and it remains business as usual for all of us at Bristol-Myers Squibb.
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How will employees be updated on integration plans?
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Over the coming weeks, we expect to build an integration planning team with leaders from both companies.
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We intend to communicate regularly with employees on the latest developments and progress.
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Who can I contact if I have more questions?
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If you have any additional questions, please reach out to your manager.
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Where can I find additional information?
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We have created a joint website to serve as a home for all materials regarding the transaction. A link to the website can be found www.bestofbiopharma.com.
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Additional information for employees can also be found on BMS360.
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If you have any questions in the meantime, please feel free to reach out to your manager.
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