Bristol-Myers Squibb Files Investor Presentation Highlighting Significant Benefits of Pending Transaction with Celgene
March 19, 2019Urges Shareholders to Vote “FOR” the Proposed Transaction on the WHITE
Proxy Card
NEW YORK–(BUSINESS WIRE)–Bristol-Myers Squibb Company (NYSE: BMY) today filed a new investor
presentation with the Securities and Exchange Commission (SEC) in
connection with its previously announced definitive merger agreement
with Celgene Corporation (NASDAQ: CELG).
Highlights of the presentation include:
-
- The Celgene acquisition is a financially and strategically
compelling transaction.-
- Enhanced product leadership and pipeline: The combined
company will be #1 in oncology, #1 in cardiovascular, and top 5 in
immunology and inflammation with nine current products over $1
billion in annual sales, six near-term launches, and robust
early-stage pipeline and cutting edge technologies and discovery
platforms;
- Enhanced product leadership and pipeline: The combined
-
- Attractive value: Value of approximately $55 billion from
marketed products and in excess of $20 billion from synergies
implies that the Celgene pipeline was acquired for a highly
attractive price when compared to the aggregate purchase price of
$90 billion;
- Attractive value: Value of approximately $55 billion from
-
- Ideal timing: Trading ratio at two-year lows and Celgene
P/E near an all-time low when deal was announced;
- Ideal timing: Trading ratio at two-year lows and Celgene
-
- Sustainable financial strength: Sales and earnings
projected to grow every year through 2025; Significant margin
improvement of approximately 800 basis points to 36% on a 2018 pro
forma basis before the impact of cost synergies compared to 28% on
a standalone basis.
- Sustainable financial strength: Sales and earnings
-
- The Celgene acquisition is a financially and strategically
-
- Bristol-Myers Squibb has generated a track-record of financial and
operational outperformance.-
- Strong operating performance drives long-term value creation: Five
year CAGRs for net revenue and adjusted EPS of 7% and 17%,
respectively, both in excess of peer median, with adjusted
operating margin up 725 basis points over that time period.
Bristol-Myers Squibb has met or exceeded top line and EPS guidance
and estimates on an annual basis each year since 2013;
- Strong operating performance drives long-term value creation: Five
-
- Industry-leading commercialization: Opdivo is one of the
most successful commercial oncology launches and has a leadership
position in 16 FDA approved indications and delivered $6.7 billion
in 2018 sales, up 36% year-over-year. Additionally, Eliquis is the
#1 world-wide novel anti-coagulant despite being the third entrant
to market and generated $6.4 billion in 2018 sales, up 32%
year-over-year;
- Industry-leading commercialization: Opdivo is one of the
-
- Portfolio transition success: Transitioned portfolio
through multiple Losses of Exclusivity over the last five years,
with approximately 60% of 2018 sales coming from new products
launched during that period.
- Portfolio transition success: Transitioned portfolio
-
- Bristol-Myers Squibb has generated a track-record of financial and
-
- The transaction is the result of a robust process characterized by
strong oversight, extensive diligence and focused planning.-
- Comprehensive process: Prioritized more than 20
transformational and ‘string-of-pearls’ opportunities, and Celgene
selected as most attractive opportunity;
- Comprehensive process: Prioritized more than 20
-
- Thorough Board oversight: Consistent Board involvement
throughout process, with eight meetings to discuss Celgene
opportunity;
- Thorough Board oversight: Consistent Board involvement
-
- Extensive diligence: Six-month deep-dive analysis and five
subsequent weeks of confidential due diligence provided
comprehensive view of Celgene’s opportunities and risks;
- Extensive diligence: Six-month deep-dive analysis and five
-
- Focused and committed to a successful integration: Complementary
nature of businesses, strong team in place to manage integration
and rigorous planning approach.
- Focused and committed to a successful integration: Complementary
-
- The transaction is the result of a robust process characterized by
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 our proposed acquisition of Celgene prior to the Special
Meeting, which will be held on April 12, 2019. All Bristol-Myers
Squibb shareholders of record as of the close of business on March 1,
2019 will be entitled to vote their shares.
Bristol-Myers Squibb urges shareholders to discard any blue proxy cards
and disregard any related solicitation materials sent to you by
Starboard Value LP, which is soliciting proxies from Bristol-Myers
Squibb shareholders against approving the merger. Irrespective of
whether shareholders previously submitted a blue proxy card pertaining
to the proposals contained in Bristol-Myers Squibb’s definitive proxy
statement, the Company urges shareholders to cast their vote on the WHITE
proxy card “FOR” the proposal to approve the transaction.