BMS Urges Shareholders to Vote FOR Acquisition of Celgene

| By | Bristol-Myers Squibb, Celgene, M&A
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Bristol-Myers Squibb Company 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.

  • 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.
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