Celgene acquired by Bristol-Myers Squibb for approximately $74 billion

Client(s) Celgene Corporation

Jones Day advised Celgene Corporation (NASDAQ: CELG) in connection with the intellectual property and technology transactions aspects of its cash-and-stock merger with Bristol-Myers Squibb (NYSE: BMY) which has an equity value of approximately $74 billion. The transaction creates a leading focused specialty biopharma company well positioned to address the needs of patients with cancer, inflammatory and immunologic disease and cardiovascular disease through high-value innovative medicines and leading scientific capabilities. With complementary areas of focus, the combined company will operate with global reach and scale, maintaining the speed and agility that is core to each company’s strategic approach.

Pursuant to the terms of the merger agreement, for each share of Celgene stock, Celgene shareholders received one share of Bristol-Myers Squibb stock along with $50 in cash and one tradeable contingent value right which will entitle the holder to receive a payment of $9.00 in cash if certain future regulatory milestones are achieved. Celgene shareholders now own about 31 percent of the combined company.