Market Overview

Bristol-Myers Squibb Files Investor Presentation and Board of Directors Sends Letter to Shareholders Regarding Pending Transaction with Celgene


Celgene Acquisition Has Clear Strategic Rationale and Represents a
Compelling Value Proposition

Bristol-Myers Squibb Has a Strong Track Record of Financial and
Operational Outperformance

Board and Management Team Conducted a Robust Process and Diligence
and Are Committed to a Successful Integration

Bristol-Myers Squibb Company (NYSE:BMY) today filed an investor
presentation with the Securities and Exchange Commission (SEC), and the
Board of Directors sent an open letter to the Company's shareholders
regarding the previously announced definitive merger agreement with
Celgene Corporation (NASDAQ:CELG). The investor presentation is
available on

The investor presentation underscores how the Celgene transaction is a
compelling acceleration of Bristol-Myers Squibb's ‘string-of-pearls'
approach to M&A and provides the best path for increased value creation.
Highlights of the presentation include:

  • The Celgene acquisition has clear strategic rationale and
    represents a compelling value proposition
    • Enhanced product leadership and pipeline: Combined company
      will be #1 in oncology, top 5 in immunology and inflammation and
      #1 in cardiovascular; nine products over $1 billion in annual
      sales; six near-term launches; robust early-stage pipeline;
      cutting edge technologies and discovery platforms;
    • Compelling value proposition: Greater than 40% accretion to
      Bristol-Myers Squibb standalone EPS, approximately 10% accretive
      on a discounted cash flow per share basis and IRR substantially
      above cost of capital;
    • Specific, actionable synergies: $2.5 billion of actionable
      run-rate cost synergies by 2022;
    • Attractive price: Value of approximately $55 billion from
      marketed products and in excess of $20 billion from synergies
      implies the Celgene pipeline was acquired for a highly attractive
      price when compared to the aggregate purchase price of $90 billion;
    • Ideal timing: Natural exchange ratio at two-year lows and
      Celgene P/E near an all-time low when deal was announced.
  • Bristol-Myers Squibb has a strong track record of financial and
    operational outperformance
    • Strong operating performance: 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;
    • Consistent execution: Met or exceeded top line and EPS
      guidance and estimates on an annual basis each year since 2013;
    • Long-term value creation: 10-year TSR of 232% versus the
      DRG NYSE Arca Pharmaceutical Index of 123% over the same period;
    • Portfolio transition success: Bristol-Myers Squibb has
      transitioned its portfolio over the last five years, with
      approximately 60% of 2018 sales coming from new products launched
      during that period.
  • The Board and management team conducted a robust process and
    diligence and are committed to a successful integration
    • Comprehensive process: Prioritized more than 20
      transformational and ‘string-of-pearls' opportunities, and Celgene
      selected as most attractive opportunity;
    • Thorough Board oversight: Consistent Board involvement
      throughout process, with eight meetings to discuss Celgene
    • Extensive diligence: Six-month deep-dive analysis and 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.

The full text of the letter from the Board of Directors to shareholders

Dear Fellow Shareholder:

Your Board of Directors and management team are focused on enhancing
value for all Bristol-Myers Squibb shareholders. To achieve that
objective, we conducted a thorough strategic process, and we are
confident that acquiring Celgene is the best path forward for
Bristol-Myers Squibb shareholders.

The transaction will deliver sustainable growth and compelling value. We
are excited to recognize the significant benefits for shareholders,
patients and employees. As outlined below, the Board unanimously
supports the Celgene transaction for the following reasons:

  1. The major franchises at Bristol-Myers Squibb show strong growth. The
    acquisition of Celgene provides significant advantages with less risk
    compared to other strategic alternatives, including a strategy of
    pursuing several smaller transactions. The transaction will ensure
    that Bristol-Myers Squibb's strong growth continues for the
    foreseeable future; diversifies and balances the portfolio and
    immediately establishes market leadership in oncology, including
    IO/solid tumors and hematology, top 5 in immunology and #1 in
  2. The combined company is expected to create more value for shareholders
    and patients compared to standalone Bristol-Myers Squibb over the
    short-, medium- and long-term.
  3. We undertook a robust and comprehensive review of our core business
    and strategic expansion opportunities potentially available to the
    Company and identified the Celgene acquisition as the most attractive
    opportunity for shareholder value creation.
  4. The Company conducted extensive and thorough due diligence on Celgene
    in consultation with legal and financial advisors and subject matter
  5. The Bristol-Myers Squibb management team is well positioned to realize
    the full potential of the transaction with Celgene, and the Board will
    continue to provide the necessary oversight and accountability to
    ensure success.

We believe the choice for shareholders is clear. Vote the WHITE proxy
card "FOR" a better company, with greater potential to create value. It
is quick and easy to vote by Internet or Telephone. Follow the simple
instructions on your WHITE proxy card or email notice.


The acquisition of Celgene is consistent with our strategy of combining
the innovation and agility of biotech with the scale and flexibility of
traditional pharma, which has delivered strong revenue and earnings
growth for Bristol-Myers Squibb shareholders. We have reviewed multiple
alternative transactions and none of them, individually or as a group,
was nearly as strategically and financially compelling as Celgene. The
acquisition of Celgene immediately creates a combined company with:

  • A broader, more balanced and earlier life-cycle marketed portfolio
    with at least nine products with over $1 billion in annual sales;
  • The #1 franchise in oncology, including IO/solid tumors and
    hematology, top 5 in immunology and #1 in cardiovascular – all
    substantial growth areas;
  • A late-stage pipeline that includes six expected near-term product
    launches representing more than $15 billion in non-risk adjusted
    revenue potential;
  • Of the six near-term product launches, three (ozanimod, luspatercept
    and fedratinib) are substantially de-risked with completed Phase 3
    trials and completed or near-term submissions to the FDA for approval;
  • Risk is further mitigated on three of the six products (ozanimod,
    liso-cel (JCAR017) and bb2121) because Bristol-Myers Squibb would not
    pay on a contingent value right (CVR) unless all three are approved by
    the FDA by near-term deadlines;
  • Bristol-Myers Squibb's projected total sales from Celgene's "Big 5"
    (luspatercept, fedratinib, liso-cel (JCAR017), bb2121 and ozanimod) in
    2025 consistent with Street forecasts;
  • An enhanced and differentiated platform in the CAR-T space, which has
    significant long-term potential in oncology given the unprecedented
    efficacy demonstrated by this modality;
  • A robust early-stage development pipeline, including 20 compounds in
    oncology I/O solid tumors, 11 in oncology/hematology, nine in
    cardiovascular/fibrosis and 11 in immunology & inflammation;
  • Significantly reduced concentration of Bristol-Myers Squibb's top 3
    products in 2025 (from approximately 70% of sales on a standalone
    basis to approximately 45% of sales on a combined basis).

Given the scarcity of attractive biotech opportunities, high premiums
paid in bolt-on acquisitions, a longer timeline and the likelihood of
competitive auctions that reduce the probability of prevailing,
Bristol-Myers Squibb determined that acquiring Celgene's Big-5
late-stage pipeline, plus its 22 Phase 1 and 2 clinical programs, would
represent a bundled ‘string-of-pearls' that in totality offers a greater
value creation opportunity than other strategic alternatives.


The acquisition of Celgene is value-creating across multiple metrics. We
are paying a very attractive price relative to the aggregate value of
Celgene's marketed portfolio, cost synergies from the combination and
the deep pipeline of late- and early-stage assets. The transaction
brings together two high-quality and complementary organizations with
proven track records of transforming the lives of patients with unmet

The transaction delivers substantial value in excess of our standalone
plan, including:

  • Greater than 40% accretion to Bristol-Myers Squibb standalone EPS in
    the first full year post-transaction and accretive in each year
    through 2025;
  • An internal rate of return (IRR) of 11%, well in excess of cost of
  • Approximate 10% accretion to the Bristol-Myers Squibb standalone
    discounted cash flow value per share after taking into account the
    issuance of equity to Celgene shareholders;
  • Value of approximately $55 billion from marketed products and in
    excess of $20 billion from synergies implies the Celgene pipeline was
    acquired for a highly attractive price when compared to the aggregate
    purchase price of $90 billion;
  • Powerful free cash flow generation – greater than $45 billion
    cumulative free cash flow generated in the first three years
    post-transaction to enable rapid deleveraging and flexibility to
    continue business development;
  • Significant cash flows from Revlimid are expected to drive rapid
    deleveraging, even with our forecasts which are more conservative than
    those of sell-side analysts;
  • Continued dividend increases, subject to Board approval;
  • Accelerated share repurchase of $5 billion expected to be executed
    subject to the closing of the transaction, market conditions and Board
  • 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;
  • Run-rate cost synergies of approximately $2.5 billion by 2022;
  • Sales and earnings projected to grow every year through 2025.


The Bristol-Myers Squibb Board of Directors and management team
conducted a robust and comprehensive review of our core business and
strategic expansion opportunities potentially available to us:

  • Beginning in early-2018, the Company prioritized a potential target
    list of more than 20 transformational and ‘string-of-pearls'
    opportunities, and subsequently, in June of 2018, the Company embarked
    on in-depth market assessments of seven of the most actionable
  • In September of 2018, Celgene emerged as the most attractive
    opportunity from a strategic and financial perspective;
  • The Board held eight meetings between June 2018 and January 2019 to
    discuss the merits of the Celgene opportunity, in addition to review
    by the Board's Science and Technology Committee;
  • Our diligence of Revlimid intellectual property included an in-depth
    review, supported by a team of external experts, of all related patent
    information and a review of the unredacted Natco settlement agreement,
    a document which is not publicly available. This also included
    extensive discussions with Celgene regarding the ongoing litigations
    and potential outcomes. This diligence process allowed us to develop a
    fully informed forecast for Revlimid;
  • Starting with a deep familiarity with Celgene, our management team
    conducted extensive analysis of Celgene's business, pipeline and
    clinical data over a six-month timeframe led by approximately 25 of
    our senior business leaders and their teams across functional areas
    supported by subject matter experts and financial and legal advisors,
    which enabled a comprehensive view of Celgene opportunities and risks
    as well as a curated list of targeted questions for confidential due
  • Starting in late November, our management team also conducted thorough
    confidential due diligence, which included full data room access and
    extensive meetings with Celgene teams on scientific, commercial, and
    manufacturing matters focused on Celgene's products, pipeline,
    intellectual property, capabilities, and other topics, led by an
    expanded group of approximately 40 of our senior business leaders and
    their teams and leveraging external subject matter experts and
    advisors. Our access to Celgene's non-public information reinforced
    our view regarding the attractiveness of the opportunity.


The Bristol-Myers Squibb team has generated a track-record of strong
operating and financial results over the last five years and is well
positioned to lead the integration of the two complementary

  • Successfully transitioned Company's portfolio through losses of
    exclusivity (LOEs), with approximately 60% of 2018 sales coming from
    new products launched within the last five years;
  • Bristol-Myers Squibb has significant experience and success in dealing
    with patent expirations. For example, at their peak, Plavix and Avapro
    represented 38% of Bristol-Myers Squibb's sales. Bristol-Myers Squibb
    managed through the patent expirations of these two products and
    returned to growth by adding new products from internal and external
  • On a pro forma basis, Bristol-Myers Squibb expects sales to grow every
    year through 2025, including the estimated impact of Revlimid;
  • Demonstrated ability to complement internal R&D with successful
    development of acquired assets;
  • Opdivo has been the most successful oncology launch based on the
    cumulative sales in the first four years and currently has the leading
    share in most approved indications;
  • Eliquis achieved the leading share in the novel anticoagulant market
    overtaking two prior entrants;
  • Significantly improved operating margins by 725 basis points through
    operating model transformation;
  • Delivered adjusted operating income1 compounded annual
    growth rate (CAGR) of 13.1% and adjusted earnings per share CAGR of

The Board comprises 11 directors, 10 of whom are independent and five of
whom joined the Board in the last three years. The directors bring
extensive experience across a broad range of areas that are important to
the Company's success and are actively involved in oversight of the
Company's operational and strategic activities, including the upcoming
integration of Celgene.


The Bristol-Myers Squibb Board unanimously recommends that you vote
your shares "FOR"
the proposed transaction with Celgene: by signing,
dating and returning the Company's WHITE proxy card at your earliest

On behalf of the Bristol-Myers Squibb Board, thank you for your
continued support of the Company.


The Bristol-Myers Squibb Board of Directors

Bristol-Myers Squibb continues to expect that the transaction will close
in the third quarter of 2019, subject to approval by Bristol-Myers
Squibb and Celgene shareholders and the satisfaction of customary
closing conditions and regulatory approvals.

If Bristol-Myers Squibb shareholders have any questions or require
assistance in voting their shares of Bristol-Myers Squibb stock, they
should call MacKenzie Partners, Inc., Bristol-Myers Squibb's proxy
solicitor for its special meeting, toll-free at (800) 322-2885 or at
(212) 929-5500.

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 or
follow us on LinkedIn,
and Facebook.


If you have any questions, require assistance with voting your
proxy card,

or need additional copies of proxy material, please call
MacKenzie Partners

at the phone numbers listed below.


MacKenzie Partners, Inc.


1407 Broadway, 27th Floor

New York, NY 10018

(212) 929-5500 or Toll-Free (800) 322-2885


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 stockholders of Bristol-Myers Squibb and
Celgene on or about February 22, 2019. INVESTORS AND SECURITY HOLDERS OF
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
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
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
Copies of the documents filed with the SEC by Celgene are available free
of charge on Celgene's internet website at
under the tab "Investors" and under the heading "Financial Information"
and subheading "SEC Filings" or by contacting Celgene's Investor
Relations Department at

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
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.

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.

1 Non-GAAP gross profit
less SG&A and R&D expenses

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