Kirkland & Ellis LLP 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.
The Kirkland team was led by corporate 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.