Bristol-Myers Squibb Files Investor Presentation Highlighting Significant Benefits of Pending Transaction with CelgeneSource: Business Wire
Urges Shareholders to Vote “FOR” the Proposed Transaction on the WHITE Proxy Card
Celgeneacquisition 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 billionin annual sales, six near-term launches, and robust early-stage pipeline and cutting edge technologies and discovery platforms;
Attractive value: Value of approximately
$55 billionfrom marketed products and in excess of $20 billionfrom synergies implies that the Celgenepipeline 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
CelgeneP/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.
- 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
Bristol-Myers Squibbhas 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 Squibbhas 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
FDAapproved indications and delivered $6.7 billionin 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 billionin 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.
- 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.
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
Celgeneselected as most attractive opportunity;
Thorough Board oversight: Consistent Board involvement
throughout process, with eight meetings to discuss
- 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.
- Comprehensive process: Prioritized more than 20 transformational and ‘string-of-pearls’ opportunities, and
The Bristol-Myers Squibb Board unanimously recommends that
If you have any questions, require assistance with voting your proxy card,
or need additional copies of proxy material, please contact MacKenzie Partners.
|MacKenzie Partners, Inc.|
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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
Certain Information Regarding Participants
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
It should also be noted that projected financial information for the
combined businesses of
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
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
This communication contains non-GAAP financial measures that are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. Non-GAAP information is intended to portray the results of our baseline performance, supplement or enhance management, analysts and investors overall understanding of our underlying financial performance and facilitate comparisons among current, past and future periods. This information is not intended to be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted.
Andy Brimmer / Dan Katcher
Joele Frank, Wilkinson Brimmer Katcher
MacKenzie Partners, Inc.