Bristol-Myers Squibb Co. and Celgene Corp. have entered into a definitive merger agreement under which BMS will acquire Celgene in a cash and stock transaction valued at approximately $74 billion. Celgene shareholders will also be eligible to receive a payment for the achievement of future regulatory milestones. When completed, BMS shareholders are expected to own approximately 69 percent of the company, and Celgene shareholders are expected to own approximately 31 percent.
 
The transaction will create a leading specialty biopharma company in the areas of cancer, inflammatory and immunologic disease and cardiovascular disease. The combined company will operate with global reach and scale.
 
The merger creates leading oncology franchises in both solid tumors and hematologic malignancies with Opdivo and Yervoy as well as Revlimid and Pomalyst; a top five immunology and inflammation franchise with Orencia and Otezla; and the number one cardiovascular franchise led by Eliquis. The combined company will have nine products with more than $1 billion in annual sales and significant potential for growth in the core disease areas of oncology, immunology and inflammation and cardiovascular disease.
 
Near-term launch opportunities include six expected product launches: two in immunology and inflammation, TYK2 and ozanimod; and four in hematology, luspatercept, liso-cel (JCAR017), bb2121 and fedratinib.
 
Together, the company will have expanded capabilities in small molecule design, biologics/synthetic biologics, protein homeostasis, antibody engineering and cell therapy.

“Together with Celgene, we are creating an innovative biopharma leader, with leading franchises and a deep and broad pipeline that will drive sustainable growth and deliver new options for patients across a range of serious diseases,” said Giovanni Caforio, M.D., chairman and chief executive officer of BMS. “As a combined entity, we will enhance our leadership positions across our portfolio, including in cancer and immunology and inflammation. We will also benefit from an expanded early- and late-stage pipeline that includes six expected near-term product launches. Together, our pipeline holds significant promise for patients, allowing us to accelerate new options through a broader range of cutting-edge technologies and discovery platforms.”
 
“For more than 30 years, Celgene’s commitment to leading innovation has allowed us to deliver life-changing treatments to patients in areas of high unmet need. Combining with Bristol-Myers Squibb, we are delivering immediate and substantial value to Celgene shareholders and providing them meaningful participation in the long-term growth opportunities created by the combined company,” said Mark Alles, chairman and chief executive officer of Celgene. “Our employees should be incredibly proud of what we have accomplished together and excited for the opportunities ahead of us as we join with Bristol-Myers Squibb, where we can further advance our mission for patients. We look forward to working with the Bristol-Myers Squibb team as we bring our two companies together.”