Celgene Stockholders Approve Proposed Acquisition by Bristol-Myers Squibb

SUMMIT, N.J.–(BUSINESS WIRE)–Celgene Corporation (NASDAQ: CELG) today announced that its stockholders
have voted to approve the company’s proposed combination with
Bristol-Myers Squibb Company (NYSE: BMY). Approximately 98% of the votes
cast, and over 70% of the shares outstanding and entitled to vote, voted
in favor of the transaction at the special meeting.

“On behalf of the Celgene Board of Directors, I would like to thank our
stockholders for their overwhelming support of this transaction,” said
Mark Alles, Chairman and Chief Executive Officer of Celgene. “The
combined company 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. We
are confident that together we can generate long-term, sustainable value
for stockholders and superior solutions and choices for patients.”

Under the terms of the agreement, which was announced in January 2019,
Celgene stockholders will receive 1.0 Bristol-Myers Squibb share and
$50.00 in cash for each share of Celgene common stock. Celgene
stockholders will also receive one tradeable Contingent Value Right
(CVR) for each share of Celgene common stock, which will entitle the
holder to receive a payment of $9.00 if certain future regulatory
milestones are achieved.

Celgene expects the transaction to close in the third quarter of 2019,
subject to customary closing conditions and regulatory approvals. The
final voting results for the company’s special meeting will be filed
with the Securities and Exchange Commission in a Form 8-K and will also
be available at https://ir.celgene.com/investors,
after certification by the company’s inspector of elections.

About Celgene

Celgene Corporation, headquartered in Summit, New Jersey, is an
integrated global biopharmaceutical company engaged primarily in the
discovery, development and commercialization of innovative therapies for
the treatment of cancer and inflammatory diseases through
next-generation solutions in protein homeostasis, immuno-oncology,
epigenetics, immunology and neuro-inflammation. For more information,
please visit www.celgene.com.
Follow Celgene on Social Media: @Celgene,
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and YouTube.

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 [email protected].

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, as amended on March 1, 2019.
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

Investors:
908-673-9628
[email protected]

Media:
908-673-2275
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