Bristol-Myers Squibb Company (NYSE:BMY) entered into a definitive merger agreement to acquire Celgene Corporation (NasdaqGS:CELG) for $73 billion on January 2, 2019. Under the terms of the agreement, Celgene shareholders will receive 1 Bristol- Myers Squibb share and $50 in cash for each share of Celgene. Each share also will receive one tradeable contingent value right (CVR), which will entitle its holder to receive a one-time potential payment of $9 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. Pursuant to the transaction, Celgene will no longer be a publicly traded corporation, its shares will be delisted from Nasdaq and deregistered under the Exchange Act, and it will cease to be publicly traded. When completed, Bristol- Myers Squibb shareholders are expected to own approximately 69% of the company, and Celgene shareholders are expected to own approximately 31%.

The cash portion will be funded through a combination of cash on hand and debt financing. Bristol- Myers Squibb has obtained $33.5 billion fully underwritten bridge facility from Morgan Stanley Senior Funding, Inc. and MUFG Bank, Ltd. As of January 18, 2019, Bristol-Myers Squibb entered into a term loan agreement consisting of senior unsecured term loan commitments in an aggregate principal amount of $8 billion that reduces the $33.5 billion bridge facility to $25.5 billion. Each party would be required to pay to the other party if the merger agreement were terminated in specified circumstances a fee equal to $2.2 billion, which is equal to approximately 2.95% of the equity transaction value (excluding the CVR) and approximately 2.71% of the equity transaction value (including the full nominal value of the CVR).

Following the close of the transaction, Giovanni 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 combined company will continue to have a strong presence throughout New Jersey. The transaction is subject to approval by Bristol- Myers Squibb and Celgene shareholders and the satisfaction of customary closing conditions and regulatory approvals, approval for listing on the New York Stock Exchange of the BRISTOL- MYERS SQUIBB common stock and the CVRs to be issued in the merger, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the Registration Statement shall have been declared effective, no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before the SEC. The deal has been unanimously approved by the Boards of both parties. The transaction is not subject to a financing condition.

The Bristol-Myers Squibb Board unanimously recommends that Bristol-Myers Squibb shareholders vote their shares “FOR” the approval of the issuance of shares of the Company's common stock in connection with its acquisition of Celgene prior to the Special Meeting, which will be held on April 12, 2019. As of February 22, 2019, the registration statement was declared effective by the SEC. As of February 27, 2019, Wellington Management Company LLP, institutional holder of Bristol- Myers Squibb common stock informed the Board of Directors of Bristol- Myers Squibb of its decision to not support the transaction. As of February 28, 2019, Starboard Value LP, another shareholder of Bristol- Myers Squibb, delivered an open letter to Bristol-Myers stockholders expressing its belief that the proposed merger is ill-advised and not in the best interests of Bristol-Myers stockholders. On March 25, 2019, Bristol-Myers Squibb and Celgene each received a request for additional information and documentary materials from the FTC. The previously communicated transaction timing is not affected by the Second Request. As of April 12, 2019, the stockholders of Celgene Corporation and Bristol-Myers Squibb approved the transaction. Bristol- Myers Squibb and Celgene expect to complete transaction in the third quarter of 2019. The combination is expected to be more than 40% accretive to Bristol- Myers Squibb's EPS on a standalone basis in the first full year following close of the merger. The transaction will also be approximately 10% accretive to Bristol's DCF value per share. The transaction's internal rate of return is expected to be well in excess of Celgene's and Bristol- Myers Squibb's cost of capital. Bristol- Myers Squibb expects to realize run- rate cost synergies of approximately $2.5 billion by 2022.

Morgan Stanley & Co. LLC acted as lead financial advisor to Bristol- Myers Squibb, and Evercore Group L.L.C. and Dyal Co. LLC are serving as financial advisors to Bristol- Myers Squibb. Bristol- Myers Squibb has agreed to pay Evercore a fee of $30 million for financial advisory services provided in connection with the merger, $20 million of which is payable upon consummation of the merger. Bristol-Myers Squibb has agreed to pay Morgan Stanley a fee for its services, $15 million of which was payable as of the time of the announcement of the merger and $67 million of which is payable if the merger is consummated. Bristol-Myers Squibb has agreed to pay Dyal Co. a fee of $25 million for Dyal Co.'s services rendered in connection with the merger, $15 million of which is payable contingent upon consummation of the merger, and Bristol-Myers Squibb has agreed to reimburse certain of Dyal Co.'s expenses arising, and indemnify Dyal Co. against certain liabilities that may arise, out of Dyal Co.'s engagement.

Daniel Wolf, Jonathan L. Davis, Ryan Brissette, David Fox, Dean Shulman, Jessica M. Woolf, Linda K. Myers, Lisa Samenfeld, Matthew J. Reilly, Paula Riedel, Sara B. Zablotney, Scott D. Price and Sophia Hudson of Kirkland & Ellis LLP acted as legal advisor for Bristol- Myers Squibb. J.P. Morgan Securities LLC and Citigroup Global Markets Inc. acted as financial advisors to Celgene. Moelis & Company acted as financial advisor to Bristol- Myers Squibb. Steven A. Cohen, David K. Lam and Edward J. Lee of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Celgene. Caroline Gottschalk and Erika Tang of Simpson Thacher acted as legal advisors to JP Morgan and Citigroup Global Markets Inc. Celgene has agreed to pay Citigroup Global Markets Inc. an aggregate fee of $67 million, $10 million of which became payable upon the delivery by Citigroup Global Markets Inc. of its opinion and the balance of which is payable upon completion of the merger.

Anthony Insogna, John Normile and Scott Lyne of Jones Day acted as legal advisors to Celegene. Celgene has engaged Innisfree M&A Incorporated and Morrow Sodali, LLC to assist in the solicitation of proxies for the Celgene special meeting and will pay Innisfree M&A Incorporated and Morrow Sodali, LLC an initial fee of approximately $75,000 and $35,000, respectively, plus additional fees to be determined at the conclusion of the solicitation and reimbursement of reasonable out-of-pocket expenses. Bristol-Myers Squibb has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the Bristol-Myers Squibb special meeting and will pay a minimum fee of $75,000. Pursuant to the terms of J.P. Morgan's engagement letter with Celgene, for services rendered in connection with the merger, Celgene has agreed to pay J.P. Morgan a transaction fee of $100 million, of which $15 million is payable by Celgene to J.P. Morgan in connection with J.P. Morgan's delivery of its opinion, and the balance of which becomes payable upon the closing of the merger. Mayer Brown acted as legal advisor to Bristol-Myers Squibb Company. Mark Katz of Davies Ward Phillips & Vineberg acted as legal advisor to the Celgene Corporation.

Bristol-Myers Squibb Company (NYSE:BMY) completed the acquisition of Celgene Corporation (NasdaqGS:CELG) on November 20, 2019. Celgene will operate as wholly owned subsidiary of Bristol-Myers as a result of the transaction. Celgene common stock ceased trading as of the close of trading November 20, 2019. On November 21, 2019, newly issued Bristol-Myers Squibb shares and contingent value rights (CVR) will commence trading on the New York Stock Exchange, with the CVRs trading under the symbol “BMYRT.” Mark J. Alles, Richard W. Barker, Hans Bishop, Michael W. Bonney, Michael D. Casey, Carrie S. Cox, Michael A. Friedman, Patricia Hemingway Hall, Julia A. Haller, James Loughlin, Ernest Mario and John H. Weiland each resigned from the Board of Directors of Celgene and from any and all committees of the Board of Directors on which they served and ceased to be Directors of Celgene as of November 20, 2019. Matthew Roden, P. Joseph Campisi, Jr. and Katherine R. Kelly became the directors of Celgene. Celgene Board of Directors appointed Matthew Roden as President, P. Joseph Campisi, Jr. as Vice President, Jeffrey Galik as Treasurer and Katherine R. Kelly as Secretary.