Filed by Celgene Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Filer: Celgene Corporation
Subject Company: Celgene Corporation
SEC File No.: 001-34912
Form S-4 filed by Bristol Myers-Squibb File
No.: 333-229464
Date: March 12, 2019
Explanatory Note: The below voting instructions were posted
at www.bestofbiopharma.com.
VOTE TODAY
The Celgene Board of Directors unanimously recommends that Celgene
shareholders vote “FOR” the proposal to adopt the merger agreement.
Every vote matters. If a Celgene shareholder does not vote or
instruct their broker as to how they want to vote, their shares will not be counted.
Shareholders can vote using the proxy card or voting instruction
form(s) they receive in the mail.
Celgene shareholders can vote their shares by mail, online or
by phone.
FOR QUESTIONS
Celgene shareholders who have questions or would like additional
information should contact the firm assisting Celgene in the solicitation of proxies:
Innisfree M&A Incorporated Phone: Toll-free in the U.S.
at +1 (877) 750-9497 or International at + 1 (412) 232-3651. Bankers and brokers may call collect: (212) 750-5833.
VOTE ONLINE
• Use your voting instruction form or proxy card to locate
the web address and unique control number.
• Then go to the website specified on your voting instruction
form or proxy card.
• After you enter your control number, vote for each proposal,
then follow the instructions to vote your shares.
VOTE BY MAIL
• Be sure to vote for each proposal on the voting instruction
form or proxy card.
• Sign, date and return the voting instruction form or
proxy card in the postage-paid envelope provided.
VOTE BY PHONE
(U.S. SHAREHOLDERS ONLY)
• Find the unique control number on the appropriate voting
instruction form or proxy card.
• Dial the designated telephone number and follow the instructions.
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
the 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 ir@celgene.com.
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.
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