Bristol-Myers Squibb’s $74 Billion Acquisition of Celgene Corporation

Morgan Stanley & Co. LLC is serving as lead financial advisor to Bristol-Myers Squibb, and Evercore and Dyal Co. LLC are serving as financial advisors to Bristol-Myers Squibb. Kirkland & Ellis LLP is serving as Bristol-Myers Squibb’s legal counsel. J.P. Morgan Securities LLC is serving as lead financial advisor and Citi is acting as financial advisor to Celgene. Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Celgene.

Bristol-Myers Squibb Company (NYSE:BMY) and Celgene Corporation (NASDAQ:CELG) 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.

Under the terms of the agreement, 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. The Boards of Directors of both companies have approved the combination.

The transaction 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. With complementary areas of focus, the combined company will operate with global reach and scale, maintaining the speed and agility that is core to each company’s strategic approach.

Based on the closing price of Bristol-Myers Squibb stock of $52.43 on January 2, 2019, the cash and stock consideration to be received by Celgene shareholders at closing is valued at $102.43 per Celgene share and one CVR (as described below). When completed, Bristol-Myers Squibb shareholders are expected to own approximately 69 percent of the company, and Celgene shareholders are expected to own approximately 31 percent.

The Kirkland team was led by corporate partners Daniel Wolf (Picture), Jonathan Davis and Ryan Brissette along with David Fox; capital markets partner Sophia Hudson; debt finance partners Linda Myers and Jessica Woolf; intellectual property partner Lisa Samenfeld, antitrust partners Matthew Reilly and Paula Riedel; tax partners Dean Shulman and Sara Zablotney; and executive compensation partner Scott Price. The Bristol-Myers Squibb in-house legal team was led by Sandra Leung, Executive Vice President & General Counsel and Joseph Campisi, Senior Vice President & Deputy General Counsel, Transactions.

Wachtell, Lipton, Rosen & Katz advised with a team led by Steven A. Cohen, David K. Lam and Edward J. Lee.

Involved fees earner: Ryan Brissette – Kirkland & Ellis; Jonathan Davis – Kirkland & Ellis; David Fox – Kirkland & Ellis; Sophia Hudson – Kirkland & Ellis; Linda Myers – Kirkland & Ellis; Scott Price – Kirkland & Ellis; Matthew Reilly – Kirkland & Ellis; Paula Riedel – Kirkland & Ellis; Lisa Samenfeld – Kirkland & Ellis; Dean Shulman – Kirkland & Ellis; Daniel Wolf – Kirkland & Ellis; Jessica Woolf – Kirkland & Ellis; Sara Zablotney – Kirkland & Ellis; Steven Cohen – Wachtell, Lipton, Rosen & Katz; David Lam – Wachtell, Lipton, Rosen & Katz; Edward Lee – Wachtell, Lipton, Rosen & Katz;

Law Firms: Kirkland & Ellis; Wachtell, Lipton, Rosen & Katz;

Clients: Bristol-Myers Squibb; Celgene;