What is the main reason for divesting OTEZLA®?

Bristol-Myers Squibb is planning to divest OTEZLA® to address concerns raised by the Federal Trade Commission (FTC) regarding the planned merger with Celgene. This action is intended to facilitate the timely approval and closing of the merger.

When is the Celgene merger expected to close?

Bristol-Myers Squibb currently expects the merger with Celgene to close at the earliest possible date, which they anticipate to be at the end of 2019 or the beginning of 2020. This timeline is dependent on the FTC accepting the consent order for the OTEZLA® divestiture and all other customary closing conditions being satisfied.

What is the status of regulatory approval in Europe?

Bristol-Myers Squibb and Celgene have concluded their pre-notification process with the European Commission and have submitted their formal application for clearance. This indicates progress in obtaining regulatory approval in the European market.

What are the key risks associated with the merger and divestiture?

Key risks include the possibility that the merger may not close on the anticipated terms or timing, conditions to closing may not be met, the combined company will have substantial indebtedness, and challenges in integrating Celgene's business. The divestiture of OTEZLA® also carries risks related to FTC review and market reception.

BRISTOL MYERS SQUIBB CO 8-K SEC Disclosure

Summary

Bristol-Myers Squibb (BMY) announced an update regarding its planned merger with Celgene Corporation. To address concerns from the Federal Trade Commission (FTC) and facilitate a timely closing, BMY intends to divest its product OTEZLA®. This divestiture is contingent on FTC review and the entry into a consent decree. The company anticipates the merger closing could occur at the end of 2019 or early 2020, pending satisfaction of closing conditions. Furthermore, BMY and Celgene have submitted their formal application for clearance to the European Commission, marking the conclusion of their pre-notification process. This report highlights the ongoing regulatory progress for the Celgene merger, with a key development being the planned divestiture of OTEZLA® to satisfy regulatory requirements.

Key Highlights

1Bristol-Myers Squibb (BMY) plans to divest OTEZLA® to satisfy Federal Trade Commission (FTC) concerns regarding the planned merger with Celgene.
2The divestiture of OTEZLA® is subject to further FTC review and the execution of a consent decree.
3BMY expects the Celgene merger to close at the end of 2019 or the beginning of 2020, provided customary closing conditions are met.
4BMY and Celgene have submitted their formal application for merger clearance to the European Commission.
5The announcement signals progress in the regulatory approval process for the significant Celgene acquisition.
6Investors should monitor the FTC's review of the OTEZLA® divestiture and the final closing timeline.

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (Jun 24, 2019)

Summary

Key Highlights

Frequently Asked Questions