Bristol-Myers Squibb Files Investor Presentation Highlighting Significant Benefits of Pending Transaction with Celgene

Bristol-Myers Squibb Files Investor Presentation Highlighting Significant Benefits of Pending Transaction with Celgene

March 19, 2019 Off By BusinessWire

Urges 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;
        • 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;
        • Ideal timing: Trading ratio at two-year lows and Celgene
          P/E near an all-time low when deal was announced;
        • 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.
    • 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;
        • 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;
        • 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.
    • 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;
        • Thorough Board oversight: Consistent Board involvement
          throughout process, with eight meetings to discuss Celgene
          opportunity;
        • Extensive diligence: Six-month deep-dive analysis and five
          subsequent weeks of confidential due diligence provided
          comprehensive view of Celgene’s opportunities and risks;
        • Focused and committed to a successful integration: Complementary
          nature of businesses, strong team in place to manage integration
          and rigorous planning approach.

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.