8-KOther EventsExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (Aug 26, 2019)

Filed August 26, 2019For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb (BMY) has provided an update on its pending merger with Celgene Corporation, specifically addressing a key condition for closing: the divestiture of OTEZLA® (apremilast). On August 25, 2019, Celgene entered into an Asset Purchase Agreement with Amgen Inc. to sell OTEZLA for $13.4 billion in cash. This divestiture is contingent upon the Federal Trade Commission (FTC) issuing a consent order and the successful closing of the BMY-Celgene merger.

Key Highlights

  • 1Celgene to sell OTEZLA to Amgen for $13.4 billion in cash.
  • 2The OTEZLA divestiture is a condition for closing the Bristol-Myers Squibb (BMY) and Celgene merger.
  • 3The sale of OTEZLA is subject to FTC approval and requires a consent order.
  • 4BMY has provided an irrevocable guarantee to Amgen, ensuring Celgene's performance obligations under the Purchase Agreement, contingent upon the merger closing.
  • 5BMY now expects the merger with Celgene to close by the end of 2019.
  • 6The filing includes a press release dated August 26, 2019, detailing these events.

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