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Simpson Thacher is representing J.P. Morgan Securities LLC and Citigroup Global Markets Inc. as financial advisors to Celgene Corporation (NASDAQ: CELG) in connection with its definitive agreement to be acquired by Bristol-Myers Squibb Company (NYSE: BMY) 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 Bristol-Myers Squibb share and $50 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 the holder to receive a payment for the achievement of future regulatory milestones. The transaction is expected to close in the third quarter of 2019, subject to approval by the shareholders of each of Bristol-Myers Squibb and Celgene and the satisfaction of customary closing conditions and regulatory approvals.

Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of cancer and inflammatory diseases through next-generation solutions in protein homeostasis, immuno-oncology, epigenetics, immunology and neuro-inflammation. Bristol-Myers Squibb is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases.