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Celgene Merger Agreement

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BMS stated that it expected the sale of Otezla to be completed “immediately” after the merger was completed. It has already hinted that it will use Otezla`s cash to pay off its debts more quickly and increase a post-merger share buyback project from $5 billion to $7 billion. As part of this authorization, Bristol-Myers Squibb entered into accelerated share repurchase agreements with Morgan Stanley -Co. LLC and Barclays Bank PLC to repurchase a total of $7 billion in Bristol-Myers Squibb common shares. Bristol-Myers Squibb expects the takeover to be financed with cash. Approximately 80% of the shares repurchased in connection with the transaction will receive Bristol-Myers Squibb on November 27, 2019. The total number of shares repurchased under the program is determined after the final settlement and is based on a discount on the weighted average price relative to the volume of Bristol-Myers Squibb`s common share during the ASR period. Bristol-Myers Squibb expects all RSA repurchases to be completed by the end of the second quarter of 2020. As for a Celgene shareholder who is a non-American company.

The exchange of shares of Celgene`s common shares against the merger in connection with the merger generally does not lead to a tax on these non-U.S. shares. Under U.S. federal income tax laws, unless it is not the holder in the U.S. has some ties to the United States. Upon striking follows the transaction, Celgene became a wholly-related subsidiary of Bristol-Myers Squibb Company, pursuant to the terms of the merger agreement. Under the terms of the merger, Celgene shareholders received 1.00 shares of Bristol-Myers Squibb common stock for each share, $50.00 in cash and a negotiable duty quota (CVR) that gives the bearer the right to obtain a cash payment of $9.00 if certain future regulatory steps are reached. Celgene`s common shares ceased trading at the close of trading today. On November 21, 2019, the newly issued Bristol-Myers Squibb and CVR shares will begin trading on the New York Stock Exchange, with the CVRs traded under the symbol “BMYRT.” Since the announcement of the transaction on January 3, 2019, a number of concrete progress has been made in implementing the key determinants of the merger, including: further progress on REVLIMID`s patent rebate®, approval by the U.S. Food and Drug Administration (FDA) of INREBIC® (Fedratinib) for the treatment of certain forms of myelofibrosis , the U.S.

FDA approval of REBLOZYL® (luspatercept-aamt) for the treatment of anemia in some adult patients with beta thasemia, and regulatory submissions of Luspatercept and Ozanimod in the United States and Europe. The company has also made considerable progress in planning for successful integration. You`ll find an overview of the combined business and the steps taken in the upcoming transaction at www.bestofbiopharma.com. NEW YORK–(BUSINESS WIRE)-Bristol-Myers Squibb Company (NYSE:BMY) announced today that it has completed the acquisition of Celgene Corporation (NASDAQ:CELG) after all government authorities have obtained approval of the merger agreement and, as announced on April 12, 2019, by Bristol-Myers shareholders Squibb and Celgene.

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