Press Release

Kirkland Represents Bristol-Myers Squibb on Acquisition of Celgene Corporation for Approximately $74 Billion

Kirkland & Ellis advised Bristol-Myers Squibb Company (NYSE: BMY) on its agreement to acquire Celgene Corporation (NASDAQ: CELG) in a cash and stock transaction with an equity value of approximately $74 billion. Under the terms of the agreement, Celgene shareholders will receive 1.0 Bristol-Myers Squibb share and $50.00 in cash for each share of Celgene. Celgene shareholders will also receive one tradeable Contingent Value Right (CVR) for each share of Celgene, which will entitle its holder to receive a payment for the achievement of future regulatory milestones. The transaction will create 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. The transaction is subject to customary closing conditions and regulatory approvals and is expected to complete in the third quarter of 2019.

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The Kirkland team was led by transactional partners Daniel Wolf, Jonathan Davis and Ryan Brissette along with David Fox; capital markets partner Sophia Hudson; debt finance partners Linda Myers and Jessica Woolf; intellectual property partner Lisa Samenfeld, antitrust partners Matthew Reilly and Paula Riedel; tax partners Dean Shulman and Sara Zablotney; and executive compensation partner Scott Price. The Bristol-Myers Squibb in-house legal team was led by Sandra Leung, Executive Vice President & General Counsel and Joseph Campisi, Senior Vice President & Deputy General Counsel, Transactions.