Celgene Stockholders Move on BMS Deal

On Apr 12, 2019

Celgene Corporation stockholders have voted to approve the company’s proposed combination with Bristol-Myers Squibb Company. Approximately 98% of the votes cast, and over 70% of the shares outstanding and entitled to vote, voted in favor of the transaction at the special meeting.

“On behalf of the Celgene Board of Directors, I would like to thank our stockholders for their overwhelming support of this transaction,” said Mark Alles, Chairman and Chief Executive Officer of Celgene. “The combined company 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. We are confident that together we can generate long-term, sustainable value for stockholders and superior solutions and choices for patients.”

Under the terms of the agreement, which was announced in January 2019, Celgene stockholders will receive 1.0 Bristol-Myers Squibb share and $50.00 in cash for each share of Celgene common stock. Celgene stockholders will also receive one tradeable Contingent Value Right (CVR) for each share of Celgene common stock, which will entitle the holder to receive a payment of $9.00 if certain future regulatory milestones are achieved.

Celgene expects the transaction to close in the third quarter of 2019, subject to customary closing conditions and regulatory approvals. The final voting results for the company’s special meeting will be filed with the Securities and Exchange Commission in a Form 8-K and will also be available at https://ir.celgene.com/investors, after certification by the company’s inspector of elections.

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