Bristol-Myers Squibb Issues Statement in Response to Starboard’s Letter

NEW YORK–(BUSINESS WIRE)–Bristol-Myers Squibb Company (NYSE:BMY) today issued the following
statement in response to a letter from Starboard Value (“Starboard”):

Bristol-Myers Squibb welcomes the opinions of all of its stockholders
and will review Starboard’s letter and respond in due course.

The Bristol-Myers Squibb Board and management team are confident that
our combination with Celgene Corporation (NASDAQ:CELG) will create a
premier biopharma company and deliver substantial benefits to our
stockholders. This combination is consistent with our strategy and is
the natural next step in the evolution of Bristol-Myers Squibb. As a
combined entity, we will enhance our leadership positions across our
portfolio, including in oncology, immunology and inflammation and
cardiovascular. We will also benefit from an expanded early- and
late-stage pipeline highlighted by six expected near-term product
launches, including five from Celgene, representing more than $15
billion in total revenue potential. Together, our pipeline holds
significant promise for patients, allowing us to accelerate new options
through a broader range of cutting-edge technologies and discovery
platforms.

The benefits of the combination are significant:

  • The Celgene transaction is the natural next step in Bristol-Myers
    Squibb’s proven strategy that has consistently delivered results for
    over a decade.
    Through a disciplined approach to driving
    innovation, focusing on high-value opportunities and sourcing
    innovation externally to complement its internal portfolio and
    pipeline, Bristol-Myers Squibb has generated consistently strong
    growth and increased its dividend for 10 consecutive years. The
    combination with Celgene will create a leading biopharma with
    increased scale, while maintaining the same agility and a focus on
    delivering for patients in core disease areas of high-unmet medical
    need.
  • The pipeline of the combined company provides significant near-,
    medium- and long-term opportunities for value creation.
    Bristol-Myers
    Squibb is acquiring Celgene’s robust and complementary pipeline at an
    attractive price. In addition to six expected near-term product
    launches, including five from Celgene’s strong pipeline, representing
    more than $15 billion in total revenue potential, the combination will
    greatly increase Bristol-Myers Squibb’s Phase I and II assets, which
    will provide the next set of registrational opportunities in core
    therapeutic areas. With an expanded set of scientific platforms and
    research capabilities, Bristol-Myers Squibb will be well positioned to
    discover and develop highly innovative medicines and accelerate these
    new options to patients through one of the highest-performing
    commercial organizations in the industry.
  • Bristol-Myers Squibb is well positioned for 2025 and beyond with
    continued leadership across Oncology and a diversified portfolio of
    assets.
    The combined company will have a broad, balanced and
    earlier life-cycle marketed portfolio with a significantly higher
    number of opportunities across multiple diseases to drive the growth
    of Bristol-Myers Squibb in the second half of the decade. These
    opportunities will support financial strength for continued investment
    and innovation.
  • The Celgene transaction is expected to generate meaningful
    financial benefits for all stockholders.
    With more than $45
    billion of expected free cash flow generation over the first three
    full years post-closing, the combination will enable rapid debt
    reduction to de-lever the balance sheet and strengthen Bristol-Myers
    Squibb’s credit profile. Bristol-Myers Squibb expects to realize
    run-rate cost synergies of approximately $2.5 billion by 2022 from the
    combination, and the combined company is expected to grow revenue and
    EPS every year through 2025.

The Bristol-Myers Squibb Board is composed of 11 highly qualified
directors, 10 of whom are independent. The Company’s directors bring
extensive leadership experience across a range of areas that are
important to Bristol-Myers Squibb’s continued success, including health
care, medical technology, and operations and finance. Moreover, the
Company has demonstrated a consistent commitment to Board refreshment,
having added six directors over the last three years.1

Bristol-Myers Squibb and Celgene continue to expect that the transaction
will close in the third quarter of 2019, subject to approval by
Bristol-Myers Squibb and Celgene stockholders and the satisfaction of
customary closing conditions and regulatory approvals.

If Bristol-Myers Squibb stockholders have any questions or require
assistance in voting their shares of Bristol-Myers Squibb stock, they
should call MacKenzie Partners, Inc., Bristol-Myers Squibb’s proxy
solicitor for its special meeting, toll-free at (800) 322-2885 or at
(212) 929-5500.

About Bristol-Myers Squibb

Bristol-Myers Squibb is a global biopharmaceutical company whose mission
is to discover, develop and deliver innovative medicines that help
patients prevail over serious diseases. For more information about
Bristol-Myers Squibb, visit us at BMS.com or
follow us on LinkedIn,
Twitter,
YouTube
and Facebook.

1 One director, Dr. José Baselga, has since resigned.

 

If you have any questions, require assistance with voting your
proxy card,

or need additional copies of proxy material, please call
MacKenzie Partners

at the phone numbers listed below.

 
MacKenzie Partners, Inc.
 
1407 Broadway, 27th Floor
New York, NY 10018

proxy@mackenziepartners.com

(212) 929-5500 or Toll-Free (800) 322-2885
 

Important Information For Investors And Stockholders

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. It does not constitute a prospectus or prospectus
equivalent document. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.

In connection with the proposed transaction between Bristol-Myers Squibb
Company (“Bristol-Myers Squibb”) and Celgene Corporation (“Celgene”), on
February 1, 2019, Bristol-Myers Squibb filed with the Securities and
Exchange Commission (the “SEC”) a registration statement on Form S-4, as
amended on February 1, 2019 and February 20, 2019, containing a joint
proxy statement of Bristol-Myers Squibb and Celgene that also
constitutes a prospectus of Bristol-Myers Squibb. The registration
statement was declared effective by the SEC on February 22, 2019, and
Bristol-Myers Squibb and Celgene commenced mailing the definitive joint
proxy statement/prospectus to stockholders of Bristol-Myers Squibb and
Celgene on or about February 22, 2019. INVESTORS AND SECURITY HOLDERS OF
Bristol-Myers Squibb and Celgene ARE URGED TO READ THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
will be able to obtain free copies of the registration statement and the
definitive joint proxy statement/prospectus and other documents filed
with the SEC by Bristol-Myers Squibb or Celgene through the website
maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Bristol-Myers Squibb are
available free of charge on Bristol-Myers Squibb’s internet website at http://www.bms.com
under the tab, “Investors” and under the heading “Financial Reporting”
and subheading “SEC Filings” or by contacting Bristol-Myers Squibb’s
Investor Relations Department through https://www.bms.com/investors/investor-contacts.html.
Copies of the documents filed with the SEC by Celgene are available free
of charge on Celgene’s internet website at http://www.celgene.com
under the tab “Investors” and under the heading “Financial Information”
and subheading “SEC Filings” or by contacting Celgene’s Investor
Relations Department at ir@celgene.com.

Certain Information Regarding Participants

Bristol-Myers Squibb, Celgene, and their respective directors and
executive officers may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information about
the directors and executive officers of Bristol-Myers Squibb is set
forth in its Annual Report on Form 10-K for the year ended December 31,
2018, which was filed with the SEC on February 25, 2019, its proxy
statement for its 2018 annual meeting of stockholders, which was filed
with the SEC on March 22, 2018, and its Current Report on Form 8-K,
which was filed with the SEC on August 28, 2018. Information about the
directors and executive officers of Celgene is set forth in its Annual
Report on Form 10-K for the year ended December 31, 2018, which was
filed with the SEC on February 26, 2019 its proxy statement for its 2018
annual meeting of stockholders, which was filed with the SEC on April
30, 2018, and its Current Reports on Form 8-K, which were filed with the
SEC on June 1, 2018, June 19, 2018 and November 2, 2018. Other
information regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security holdings
or otherwise, are contained in the definitive joint proxy
statement/prospectus of Bristol-Myers Squibb and Celgene filed with the
SEC and other relevant materials to be filed with the SEC regarding the
proposed transaction when they become available. You may obtain these
documents (when they become available) free of charge through the
website maintained by the SEC at http://www.sec.gov
and from Investor Relations at Bristol-Myers Squibb or Celgene as
described above.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. You can
generally identify forward-looking statements by the use of
forward-looking terminology such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,”
“might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or
“will,” or the negative thereof or other variations thereon or
comparable terminology. These forward-looking statements are only
predictions and involve known and unknown risks and uncertainties, many
of which are beyond Bristol-Myers Squibb’s and Celgene’s control.

Statements in this communication regarding Bristol-Myers Squibb, Celgene
and the combined company that are forward-looking, including projections
as to the anticipated benefits of the proposed transaction, the impact
of the proposed transaction on Bristol-Myers Squibb’s and Celgene’s
business and future financial and operating results, the amount and
timing of synergies from the proposed transaction, the terms and scope
of the expected financing for the proposed transaction, the aggregate
amount of indebtedness of the combined company following the closing of
the proposed transaction, expectations regarding cash flow generation,
accretion to cash earnings per share, capital structure, debt repayment,
and credit ratings following the closing of the proposed transaction,
Bristol-Myers Squibb’s ability and intent to conduct a share repurchase
program and declare future dividend payments, the combined company’s
pipeline, intellectual property protection and R&D spend, the timing and
probability of a payment pursuant to the contingent value right
consideration, and the closing date for the proposed transaction, are
based on management’s estimates, assumptions and projections, and are
subject to significant uncertainties and other factors, many of which
are beyond Bristol-Myers Squibb’s and Celgene’s control. These factors
include, among other things, effects of the continuing implementation of
governmental laws and regulations related to Medicare, Medicaid,
Medicaid managed care organizations and entities under the Public Health
Service 340B program, pharmaceutical rebates and reimbursement, market
factors, competitive product development and approvals, pricing controls
and pressures (including changes in rules and practices of managed care
groups and institutional and governmental purchasers), economic
conditions such as interest rate and currency exchange rate
fluctuations, judicial decisions, claims and concerns that may arise
regarding the safety and efficacy of in-line products and product
candidates, changes to wholesaler inventory levels, variability in data
provided by third parties, changes in, and interpretation of,
governmental regulations and legislation affecting domestic or foreign
operations, including tax obligations, changes to business or tax
planning strategies, difficulties and delays in product development,
manufacturing or sales including any potential future recalls, patent
positions and the ultimate outcome of any litigation matter. These
factors also include the combined company’s ability to execute
successfully its strategic plans, including its business development
strategy, the expiration of patents or data protection on certain
products, including assumptions about the combined company’s ability to
retain patent exclusivity of certain products, the impact and result of
governmental investigations, the combined company’s ability to obtain
necessary regulatory approvals or obtaining these without delay, the
risk that the combined company’s products prove to be commercially
successful or that contractual milestones will be achieved. Similarly,
there are uncertainties relating to a number of other important factors,
including: results of clinical trials and preclinical studies, including
subsequent analysis of existing data and new data received from ongoing
and future studies; the content and timing of decisions made by the U.S.
FDA and other regulatory authorities, investigational review boards at
clinical trial sites and publication review bodies; the ability to
enroll patients in planned clinical trials; unplanned cash requirements
and expenditures; competitive factors; the ability to obtain, maintain
and enforce patent and other intellectual property protection for any
product candidates; the ability to maintain key collaborations; and
general economic and market conditions. Additional information
concerning these risks, uncertainties and assumptions can be found in
Bristol-Myers Squibb’s and Celgene’s respective filings with the SEC,
including the risk factors discussed in Bristol-Myers Squibb’s and
Celgene’s most recent Annual Reports on Form 10-K, as updated by their
Quarterly Reports on Form 10-Q and future filings with the SEC.

It should also be noted that projected financial information for the
combined businesses of Bristol-Myers Squibb and Celgene is based on
management’s estimates, assumptions and projections and has not been
prepared in conformance with the applicable accounting requirements of
Regulation S-X relating to pro forma financial information, and the
required pro forma adjustments have not been applied and are not
reflected therein. None of this information should be considered in
isolation from, or as a substitute for, the historical financial
statements of Bristol-Myers Squibb or Celgene. Important risk factors
could cause actual future results and other future events to differ
materially from those currently estimated by management, including, but
not limited to, the risks that: a condition to the closing of the
proposed acquisition may not be satisfied; a regulatory approval that
may be required for the proposed acquisition is delayed, is not obtained
or is obtained subject to conditions that are not anticipated;
Bristol-Myers Squibb is unable to achieve the synergies and value
creation contemplated by the proposed acquisition; Bristol-Myers Squibb
is unable to promptly and effectively integrate Celgene’s businesses;
management’s time and attention is diverted on transaction related
issues; disruption from the transaction makes it more difficult to
maintain business, contractual and operational relationships; the credit
ratings of the combined company decline following the proposed
acquisition; legal proceedings are instituted against Bristol-Myers
Squibb, Celgene or the combined company; Bristol-Myers Squibb, Celgene
or the combined company is unable to retain key personnel; and the
announcement or the consummation of the proposed acquisition has a
negative effect on the market price of the capital stock of
Bristol-Myers Squibb and Celgene or on Bristol-Myers Squibb’s and
Celgene’s operating results.

No assurances can be given that any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of them do
occur, what impact they will have on the results of operations,
financial condition or cash flows of Bristol-Myers Squibb or
Celgene. Should any risks and uncertainties develop into actual events,
these developments could have a material adverse effect on the proposed
transaction and/or Bristol-Myers Squibb or Celgene, Bristol-Myers
Squibb’s ability to successfully complete the proposed transaction
and/or realize the expected benefits from the proposed transaction.

You are cautioned not to rely on Bristol-Myers Squibb’s and Celgene’s
forward-looking statements. These forward-looking statements are and
will be based upon management’s then-current views and assumptions
regarding future events and operating performance, and are applicable
only as of the dates of such statements. You also should understand that
it is not possible to predict or identify all such factors and that this
list should not be considered a complete statement of all potential
risks and uncertainties. Investors also should realize that if
underlying assumptions prove inaccurate or if unknown risks or
uncertainties materialize, actual results could vary materially from
Bristol-Myers Squibb’s or Celgene’s projections. Except as otherwise
required by law, neither Bristol-Myers Squibb nor Celgene is under any
obligation, and each expressly disclaim any obligation, to update,
alter, or otherwise revise any forward-looking statements included in
this communication or elsewhere, whether written or oral, that may be
made from time to time relating to any of the matters discussed in this
communication, whether as a result of new information, future events or
otherwise, as of any future date.

Contacts

Media:
Laura Hortas
609-252-4587
laura.hortas@bms.com
or
Andy
Brimmer / Dan Katcher
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

Investors:
Tim
Power
609-252-7509
timothy.power@bms.com
or
Dan
Burch
MacKenzie Partners, Inc.
212-929-5748
dburch@mackenziepartners.com

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