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Today, Celgene announced it will combine with Bristol-Myers Squibb, creating an innovative global biopharma leader. You can read the full announcement in the press release here.

This combination will enable Celgene to create greater impact for the patients who rely on our therapies, opportunities for our people, and value for our shareholders. Together with Bristol-Myers Squibb, Celgene will have leading franchises and a deep and broad pipeline—driving sustainable growth and delivering new options for patients with cancer, inflammatory and immunologic disease and cardiovascular disease.

What does that all mean? In short: we will be able to help more patients and explore new opportunities as part of an even stronger innovative biopharma leader.

“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, Celgene’s Chief Executive Officer.

Together we’ll have a broad portfolio of leading in-line products, and an expanded pipeline of early stage programs and near-term product launches to build a sustainable platform for future growth.

The combined company will have nine marketed products with more than $1 billion in annual sales, enabling us to create:

  • Leading oncology franchises in both solid tumors and hematologic malignancies led by OPDIVO and YERVOY as well as REVLIMID and POMALYST;
  • A top five immunology/inflammation franchise led by ORENCIA and OTEZLA; and
  • The #1 cardiovascular franchise led by ELIQUIS.

In addition to six expected near-term product launches (representing greater than $15 billion in revenue potential), the combined company will have a deep and diverse early and mid-stage pipeline across solid tumors and hematologic malignancies, immunology and inflammation, cardiovascular disease and fibrotic disease leveraging combined strengths in innovation.

The early-stage pipeline includes 50 high potential programs, many with important data readouts in the near-term.

patient and doctorTogether, we’ll also further our cutting-edge technologies and discovery platforms to sustain innovation leadership over time.

For example, combining with Bristol-Myers Squibb will expand our innovation capabilities in small molecule design, biologics/synthetic biologics, protein degradation, antibody engineering and cell therapy.

Consistent with Celgene’s long history of cultivating partnerships to benefit patients worldwide, the combined company will also have strong external partnerships with access to additional scientific platforms.

Today’s announcement represents the right strategic step for Celgene to continue to secure our long-term future—and deliver on our purpose to change the course of human health through bold pursuits in science with a promise to always put patients first.

“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,” continued Mr. Alles. “We look forward to working with the Bristol-Myers Squibb team as we bring our two companies together.”

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”), Bristol-Myers Squibb and Celgene will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a Bristol-Myers Squibb registration statement on Form S-4 that will include a joint proxy statement of Bristol-Myers Squibb and Celgene that also constitutes a prospectus of Bristol-Myers Squibb, and a definitive joint proxy statement/prospectus will be mailed to stockholders of Bristol-Myers Squibb and Celgene. INVESTORS AND SECURITY HOLDERS OF Bristol-Myers Squibb AND Celgene ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) 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 will be 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 will be 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, 2017, which was filed with the SEC on February 13, 2018, 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, 2017, which was filed with the SEC on February 7, 2018, its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on April 30, 2018, and its Current Reports on Form 8-K, which were filed with the SEC on June 1, 2018, June 19, 2018 and November 2, 2018. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus 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 non-GAAP earnings per share, capital structure, debt repayment, adjusted leverage ratio 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 declines 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. Neither Bristol-Myers Squibb nor Celgene assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.

Over the past decade, many new and effective treatment options for multiple myeloma have been introduced, allowing more patients today to effectively manage their disease and get back to living life on their own terms. Many are doing things that challenge conventional perceptions of what myeloma patients can do. These myeloma patients are making history and overcoming their disease to achieve major goals in their lives. We wanted to highlight some of the inspirational stories that we’ve recently heard.

Stan Wagner

Stan Wagner

Four years after being diagnosed with myeloma and three years after going into remission, Stan Wagner continues to go for monthly blood tests but, for the most part, doesn’t think about his myeloma much. He’s focused on giving back instead.

When he learned that a friend wanted to climb Mt. Kilimanjaro for a larger purpose besides herself, Wagner brought the idea to the Multiple Myeloma Research Foundation and helped develop the Moving Mountains for Multiple Myeloma fundraising event. Wagner decided to participate himself and trained by going on day hikes in upstate New York. In January 2016, Wagner made the 8-day hike through high elevations and low temperatures to the highest freestanding mountain in the world.

“Being a myeloma patient doing things like this shows that myeloma is not the end of the world,” Wagner said. “Hopefully, I can inspire other myeloma patients to get out of their shells and to keep doing what they want to.”

Mark Herkert

Mark Herkert

Although Mark Herkert has never been in remission since being diagnosed with myeloma five years ago, his treatment has allowed him to become healthy enough to complete a 5K run to support the Multiple Myeloma Opportunities for Research & Education organization, becoming a top fundraiser for the event.

Since that first race, Herkert has gone on to run the Lavaman Waikoloa Triathlon and the 2015 New York City Marathon, raising more than $70,000 for myeloma research through all his efforts to date. Next year, he plans to follow the footsteps of myeloma patients like Wagner by participating in the MMRF Mt. Kilimanjaro Trek.

“I felt like maybe this is what I was meant to do,” Herkert said. “I am contributing and getting in great shape at the same time. My goal is to encourage others to be part of the solution and to show others with myeloma that the sky can truly be the limit.” 

Alex Clark

Alex Clark

Being in and out remissions several times since being diagnosed with myeloma in 2011 hasn’t stopped Alex Clark from spending time outdoors, including camping and mountain climbing. When his disease went into remission for the first time, he took a road trip to Oregon, spending six weeks hiking, backpacking and mountain climbing in the wilderness. During that first trip, he logged over 300 miles and scaled five big summits.

More recently, Clark spent a rainy February weekend camping in Wisconsin’s Northwoods on the edge of Lake Superior. Clark said that he finds peace being in nature and has come to recognize that he is strong enough to overcome whatever happens next in his journey.

“I have a tattoo on my arm that says ‘don’t panic,” Clark said. “I try to think about that phrase a lot. Things are never as bad as they seem, as long as you don’t panic and keep doing the things that you enjoy.”

 

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As Multiple Myeloma Awareness Month comes around again, the myeloma community has good reason to celebrate the past decade, which has brought new treatment options for today and a better understanding of how to treat this disease in the future.

A patient who is diagnosed with myeloma has an about 47 percent chance of living five years or longer, which is up from 31 percent twelve years earlier. Meanwhile, although people are being diagnosed with myeloma at an increasing rate each year, their survival chances are improving.

“The progress has been quite dramatic,” Dr. Paul G. Richardson of the Dana-Farber Cancer Institute Hematology Oncology department said. “Although we may have seen similar improvements in other cancers, the difference with myeloma has really been the volume of new treatment options that have been approved in the past decade and their impact on outcomes as reflected by the improvements we have seen in survival.”

Between 2006 and 2015, the U.S. Food and Drug Administration approved 13 new therapies for the treatment of myeloma, which is especially remarkable considering myeloma accounts for less than 2 percent of new cancer cases in the United States each year. During the same period, the FDA approved 20 treatments for lung cancer, which accounts for 13 percent of all new cancer cases, and 12 for breast cancer, which accounts for 12 percent.

Multiple Myeloma: A Decade of Progress infographic

These new myeloma therapies have already helped patients live longer lives, and the best may be yet to come as doctors explore how to use them most effectively. According to data released during the 2015 Annual Meeting of the American Society of Clinical Oncology (ASCO), researchers believe that by 2022 at least half of myeloma patients will live 6 years after being diagnosed, which is 140 percent longer than was expected in 2001.

While immunotherapies are certainly exciting because of their new approaches, we should not underestimate the therapies approved over the past decade.

Over the past decade, researchers have improved our understanding of the immune system’s role in myeloma, which may transform the way we treat this cancer in the future. For instance, one study of 74 myeloma patients who live for 10 years or longer found that their immune systems may be better equipped to recognize and attack harmful entities—such as cancer cells—than others.

Over the next decade, immunotherapies, which leverage our body’s immune system to bring cancer under control, may help further extend the lives of myeloma patients. These approaches include antibody-based therapies, chimeric antigen receptor (CAR) T-cells and checkpoint inhibitors.

“While immunotherapies are certainly exciting because of their new approaches, we should not underestimate the therapies approved over the past decade,” Richardson said. “There’s going to be great value in combining the next generation of myeloma therapies with those we have today.”

To learn more about how myeloma treatments are allowing patients to continue living active lifestyles, read our “Patients Not Letting Myeloma Hold Them Back” story.

Download the Celgene Story

The Company’s commitment to changing the course of human health through bold pursuits in science, life-enhancing therapies and a promise to always put patients first.

From helping people obtain their medications to using cutting-edge scientific technology to discover new treatments, Celgene’s entrepreneurial spirit, teamwork-oriented culture and commitment to rare diseases create a unique platform for transforming patient outcomes. At every level, it is growing and evolving.

Passion, innovation and courage have been in the company’s genes since its founding. “Our journey to a successful company included unexpected road blocks, the courage of our people to convert those road blocks into opportunities and seize them, the vision to not only overcome obstacles but to transform them into novel approaches and progress,” former Chairman & CEO Sol J. Barer, PhD said. On those principles, Celgene has become a leader in delivering medicine to patients with unmet needs, by digging deeper to resolve unanswered scientific questions and working tirelessly to improve the lives of patients worldwide.

 

Whether it’s working to deliver innovative therapies to emerging markets that lack proper infrastructure or doggedly pursuing regulatory approvals to bring new options to treat rare diseases, Celgene employees are committed to putting patients first

 

 

Celgene is committed to conducting business based on integrity, ethics, sound decision making, respect for the environment and behaviours that reflect its corporate culture. They have expanded efforts with the aim of continuous improvement of environmental, social and economic performance. These efforts include new methods for patient support and advocacy, personnel interactions with corporate leadership and support for new programs in local communities.

The story of Celgene encompasses unexpected opportunities, the courage to seize those opportunities, and the vision to transform those opportunities into progress. Ultimately, Celgene hopes to turn some of the most formidable disease challenges of the 21st century into manageable conditions.