Bristol-Myers Squibb Announces European Commission Approval of Pending Acquisition of Celgene
July 29 2019 - 10:10AM
Business Wire
Bristol-Myers Squibb Company (NYSE: BMY) today announced that
the European Commission (EC) has granted unconditional approval of
Bristol-Myers Squibb’s pending acquisition of Celgene Corporation
(NASDAQ:CELG).
“Clearance from the European Commission is an important
milestone toward completing our combination with Celgene and moves
us one step closer to creating a leading biopharma company that is
well positioned to develop and deliver innovative, meaningful
medicines to patients,” said Giovanni Caforio, M.D., Chairman and
Chief Executive Officer of Bristol-Myers Squibb.
The transaction remains subject to additional customary closing
conditions and other regulatory approvals. Bristol-Myers Squibb
intends to close the Celgene transaction at the earliest possible
date, which it currently expects to be by the end of 2019 or the
beginning of 2020.
About Bristol-Myers Squibb
Bristol-Myers Squibb is a global biopharmaceutical company whose
mission is to discover, develop and deliver innovative medicines
that help patients prevail over serious diseases. For more
information about Bristol-Myers Squibb, visit us at BMS.com or
follow us on LinkedIn, Twitter, YouTube and Facebook.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain “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, regarding, among other things, the research, development
and commercialization of pharmaceutical products and Bristol-Myers
Squibb’s pending acquisition of Celgene (the “Merger”). These
statements may be identified by the fact they use words such as
“should,” “could,” “expect,” “anticipate,” “estimate,” “target,”
“may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will”
and other words and terms of similar meaning and expression in
connection with any discussion of future operating or financial
performance, although not all forward-looking statements contain
such terms. One can also identify forward-looking statements by the
fact that they do not relate strictly to historical or current
facts. Such forward-looking statements are based on historical
performance and current expectations and projections about
Bristol-Myers Squibb’s future financial results, goals, plans and
objectives and involve inherent risks, assumptions and
uncertainties, including internal or external factors that could
delay, divert or change any of them in the next several years, that
are difficult to predict, may be beyond Bristol-Myers Squibb’s
control and could cause Bristol-Myers Squibb’s future financial
results, goals, plans and objectives to differ materially from
those expressed in, or implied by, the statements. Such risks,
uncertainties and other matters include, but are not limited to,
the completion of the Merger may not occur on the anticipated terms
and timing or at all; a condition to the closing of the Merger may
not be satisfied; the combined company will have substantial
indebtedness following the completion of the Merger; Bristol-Myers
Squibb is unable to achieve the synergies and value creation
contemplated by the Merger; 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
Merger; 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 Merger 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 forward-looking statement can be
guaranteed.
Forward-looking statements in this press release should be
evaluated together with the many risks and uncertainties that
affect Bristol-Myers Squibb’s and Celgene’s respective business and
market, particularly those identified in the cautionary statement
and risk factors discussion in Bristol-Myers Squibb’s and Celgene’s
respective Annual Reports on Form 10-K for the year ended December
31, 2018, as updated by their subsequent Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and other filings with the
Securities and Exchange Commission. The forward-looking statements
included in this press release are made only as of the date of this
document and except as otherwise required by applicable law,
Bristol-Myers Squibb undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events, changed circumstances or otherwise.
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Media: Carrie Fernandez 609-252-5222
Carrie.Fernandez@bms.com
or
Andy Brimmer / Dan Katcher Joele Frank, Wilkinson Brimmer
Katcher 212-355-4449
Investors: Tim Power 609-252-7509 timothy.power@bms.com
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