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>>> Bristol-Myers to Acquire Celgene in Deal Worth $74 Billion

After the deal is completed, expected this year, Bristol-Myers Squibb shareholders will own 69 percent of the combined entity, while Celgene shareholders will own 31 percent.



https://www.nytimes.com/2019/01/03/business/dealbook/bristol-myers-squibb-celgene-merger.html


NY Times

By Tiffany Hsu and Katie Thomas

Jan. 3, 2019

Bristol-Myers Squibb said on Thursday that it would buy Celgene, a maker of cancer-fighting drugs, in a cash-and-stock deal valued at $74 billion, the first major pharmaceutical deal of 2019.

Between them, the two companies produce nine drugs with annual sales of more than $1 billion apiece, Bristol-Myers said in a statement.

Bristol-Myers shareholders will own 69 percent of the combined entity; Celgene shareholders will own the rest. Celgene shareholders will get one Bristol-Myers share and $50 in cash for each Celgene share. The deal values Celgene shares at $102.43 apiece, a 53.7 percent premium on the stock’s closing price on Wednesday.

The deal, which both companies’ boards have approved, will help the drugmakers advance their work in oncology, cardiovascular disease, immunology and inflammation, Bristol-Myers said in its statement. Celgene is known for its blockbuster Thalomid and Revlimid cancer medicines.

“We are very excited about this,” Dr. Giovanni Caforio, the chief executive and chairman of Bristol-Myers, said in an interview Thursday.

Shares of Celgene, which is based in Summit, N.J., were up around 25 percent by midday on Thursday, while shares in Bristol-Meyers, which has its headquarters in New York, were down about 13 percent.

The transaction comes after a rocky period for Celgene. The company’s share price fell about 40 percent over the past year amid concerns that it was relying too heavily on Revlimid, which accounts for about two-thirds of its sales. The drug faces a so-called patent cliff, when its patents will expire and cheaper generic rivals could enter the market.

Celgene, citing concerns for patient safety, has resisted sharing Revlimid samples with potential rivals, hoping to produce less-expensive generic versions of the drug. Celgene tops a Food and Drug Administration list meant to shame companies trying to block such competition. The company has also been criticized for raising the prices of Revlimid and other medications, and has had setbacks in its drug-development pipeline.

In 2017, Celgene, without acknowledging wrongdoing, agreed to pay a total of $280 million to the federal government, 28 states and the District of Columbia to settle claims that it had marketed Thalomid and Revlimid for unapproved uses.

Last January, Celgene agreed to pay up to $7 billion to acquire the biotechnology company Impact Biomedicines in hopes of expanding its presence in the market for blood-disease drugs. Shortly after that, Celgene announced a $9 billion deal to buy Juno Therapeutics, a start-up that is developing potentially groundbreaking cancer treatments, in which it already had a roughly 10 percent stake.

The price of Celgene’s drugs became a political issue in New Jersey last year when Bob Hugin, who spent seven years as the company’s chief executive, ran unsuccessfully as a Republican against Senator Robert Menendez, the incumbent Democrat.

During Mr. Hugin’s nearly 20 years at Celgene, the company raised the price of Revlimid to $16,000 from $6,000. He stepped down as chief executive in 2017.

Like Celgene, Bristol-Myers has focused on cancer treatments. Its products include the drugs Opdivo and Yervoy, which were among the first so-called immunotherapy drugs to use the body’s immune system to fight cancer. They are also expensive, costing $100,000 a year.

Sales of Opdivo have lagged behind a competing Merck drug, Keytruda. In 2016, Opdivo failed as an initial treatment for lung cancer in a clinical trial, causing Bristol-Myers’s stock price to sink.

The deal, which requires shareholder and regulatory approval, is expected to close in the third quarter. Two members of the Celgene board will join the Bristol-Myers board.

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