Acquisition FAQs for Celgene Shareholders

Please contact our information agent, EQ Shareowner Services at 1-833-503-4131.

câu lạc bộ nohu88Each Celgene share you hold will be exchanged for:

• 1 share of Bristol Myers Squibb common stock (NYSE: BMY)
• $50 cash
• 1 CVR (NYSE: BMYRT)

câu lạc bộ nohu88CVR stands for Contingent Value Right. This CVR will entitle you to receive a one-time potential payment of $9.00 in cash upon Federal Drug Administration (FDA) approval in specified indications of all three of the following milestones:

• ozanimod by December 31, 2020,
• liso-cel (JCAR017) by December 31, 2020, and
• ide-cel (bb2121) by March 31, 2021.

If the CVR milestones are not all achieved, no payment will be made, and the CVRs will expire.

câu lạc bộ nohu88The ticker for the CVR is NYSE: BMYRT.

The CVR will be listed as a tradable instrument on the New York Stock Exchange (NYSE) which means you can sell it if there is a market for it. If you sell your CVR on the NYSE, you may recognize a taxable capital gain or loss equal to the difference between the price at which you sell the CVR and your tax basis in the CVR. You should consult with your personal tax advisor to determine the particular tax consequences of a sale of CVRs to you.

This CVR will entitle you to receive a one-time potential payment of $9.00 in cash upon Federal Drug Administration (FDA) approval in specified indications of all three of the following milestones at the stated deadlines:

• ozanimod by December 31, 2020,
• liso-cel (JCAR017) by December 31, 2020, and
• ide-cel (bb2121) by March 31, 2021.

câu lạc bộ nohu88If the CVR milestones are not all achieved, no payment will be made, and the CVRs will expire.

câu lạc bộ nohu88However, at closing the CVR will be listed as a tradable instrument on the New York Stock Exchange (NYSE), which means that the market will determine the value. Therefore, until the milestones are met, the tradable value of the CVR may fluctuate based on the market.

câu lạc bộ nohu88As noted in the related , the exchange of shares of Celgene common stock for the merger consideration pursuant to the merger was a taxable transaction for U.S. federal income tax purposes.

câu lạc bộ nohu88Accordingly, a Celgene stockholder that is a U.S. holder(1) will recognize taxable capital gain or loss in an amount equal to the difference, if any, between (i) the sum of (A) the amount of cash, including cash in lieu of fractional shares, received by such U.S. holder in the merger, (B) the fair market value of the shares of Bristol Myers Squibb common stock received by such U.S. holder in the merger, and (C) the fair market value of the CVRs received by such U.S. holder in the merger, each determined on the date of the completion of the merger and (ii) such U.S. holder’s adjusted tax basis in the shares of Celgene common stock exchanged therefor.

câu lạc bộ nohu88Since receipt of the merger consideration is taxable, a holder’s initial aggregate tax basis in BMS common stock and in the CVRs received in the merger will be equal to the FMV of the stock and CVRs as of the date of the merger, which equaled the trading price of BMS stock and CVRs on the merger date.

câu lạc bộ nohu88For reference, those values are as follows:

• For BMY stock, $56.41 (2)
• For CVRs, $2.30 (3)

With respect to a Celgene stockholder that is a non-U.S. holder(1), the exchange of shares of Celgene common stock for the merger consideration pursuant to the merger generally will not result in tax to such non-U.S. holder under U.S. federal income tax laws unless such non-U.S. holder has certain connections with the United States.

Each former Celgene stockholder is urged to read the section in the S-4 entitled “Celgene Proposal I: Adoption of the Merger Agreement and Bristol Myers Squibb Proposal I: Approval of the Stock Issuance—Material U.S. Federal Income Tax Consequences” beginning on page 165 and to consult its tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences to it of the merger.

⁽¹⁾as defined in the filed with the SEC on February 20, 2019 under the heading “Celgene Proposal I: Adoption of the Merger Agreement and Bristol Myers Squibb Proposal I: Approval of the Stock Issuance—Material U.S. Federal Income Tax Consequences” beginning on page 165.
⁽²⁾represents the closing price on 11/20, the close date of the transaction
⁽³⁾represents the opening price on 11/21, the first day of trading for CVRs

You should consult your own tax advisor as to the treatment of the payment that you may receive for the CVR. You will be responsible for reporting and paying tax on any gain or other income in respect of any CVR to the appropriate tax authorities. You should read the merger disclosure in the filed by Bristol Myers Squibb in connection with the transaction under the heading “Material U.S. Federal Income Tax Consequences” and also consult your personal tax advisor to determine the particular tax consequences to you of the merger.

câu lạc bộ nohu88Yes. As a result of the merger, each Celgene common share (other than shares held by stockholders who validly perfect appraisal rights under Delaware law), has been automatically cancelled and converted into the right to receive the Merger Consideration:

• 1 share of Bristol Myers Squibb common stock (NYSE: BMY)
• $50 cash
• 1 CVR (NYSE: BMYRT)

câu lạc bộ nohu88The Celgene shares have been delisted from the NASDAQ stock exchange and are no longer trading.

If you own some or all of your Celgene shares through a financial institution or broker:

• Please contact your financial institution or broker directly.

If you own some or all of your Celgene shares in certificated form:

• The exchange agent will send you a letter of transmittal with instructions explaining how to exchange shares of Celgene common stock for the merger consideration which includes shares of Bristol Myers Squibb common stock, CVRs and cash. You must complete and return the letter along with all of your share certificates.
• Payment of the merger consideration will be made only after the surrender of your certificates as described in the letter of transmittal.
• The exchange agent will send you a pre-addressed envelope for you to use for this purpose. You will need to pay the postage when you return your letter of transmittal. We recommend that you make photocopies of the documents and mail the originals to the exchange agent by registered mail, return receipt requested. Retain the receipt and photocopies until the exchange is complete.
• If you have not received a letter of transmittal, please contact EQ, who serves as our exchange agent.

If you own some or all of your Celgene shares are in book-entry form:

• If you were listed on the books of Celgene’s transfer agent as a registered shareholder and held all of your Celgene shares in book-entry form, the exchange agent automatically created a book-entry account for you and electronically credited your account with shares of Bristol Myers Squibb common stock. You will receive a statement reporting the number of shares of Bristol Myers Squibb common stock you received in the merger and a statement reporting the applicable number of CVRs.
• For the cash portion of the merger consideration, payment will be made available via check from the exchange agent.
• If you have not received a book-entry statement, please contact EQ, who serves as our exchange agent.

câu lạc bộ nohu88If you cannot locate some or all of the share certificates for Celgene shares you own in certificated form, check the applicable box on the letter of transmittal. Please review the letter of transmittal for additional information regarding lost stock certificates.

You will receive a separate letter of transmittal for each account in which you own Celgene shares in certificated form. You must complete and submit each letter of transmittal that you receive, along with the appropriate certificates.

• If you currently hold a CVR related to the ABRAXANE® product, you can continue to hold or sell that CVR following the close of the transaction, just as you did before.
• In connection with the closing of the transaction, Bristol Myers Squibb and Celgene plan to transfer the listing of Celgene’s contingent value rights (NASDAQ: CELGZ), which are related to Celgene’s ABRAXANE® product, from NASDAQ Global Market (“NASDAQ”) to the NYSE.
• Bristol Myers Squibb has applied to the NYSE to list the Celgene CVRs related to the ABRAXANE® product, which are expected to begin trading on the NYSE under the symbol “CELGRT” following their official delisting from NASDAQ, which is expected to occur after the closing.

• On October 15, 2010, Celgene acquired Abraxis BioScience, Inc. (or “Abraxis”)
• Upon the close of the transaction, Abraxis stockholders (other than stockholders who validly perfect appraisal rights under Delaware law) received one contingent value right (CVR) for each share of Abraxis common stock that they held along with other compensation.
• Under the terms of the CVR, payouts are triggered by net sales of Abraxane® in excess of $1 billion per year. Each holder of a CVR is entitled to receive a pro rata portion, based on the number of CVRs then outstanding, of net sales related payments, calculated as follows:
  • 2.5% of the net sales of ABRAXANE® that exceed $1.0 billion but are less than or equal to $2.0 billion for such period, plus
  • an additional amount equal to 5% of the net sales of ABRAXANE® that exceed $2.0 billion but are less than or equal to $3.0 billion for such period, plus
  • an additional amount equal to 10% of the net sales of ABRAXANE® that exceed $3.0 billion for such period.

  The net sales payments will continue until December 31, 2025 and may be extended if the net sales of ABRAXANE® are greater than $1.0 billion for the year ended December 31, 2025, in which case the payments will continue until the earlier of: (i) the first fiscal year after December 31, 2025 in which net sales of ABRAXANE® are less than $1.0 billion or (ii) December 31, 2030.  

  câu lạc bộ nohu88For additional information, the fully executed CVR agreement can be found .

EQ Shareowner Services

For registered shareholders, please call:

1-855-598-5485 toll-free within the U.S.
câu lạc bộ nohu88 1-651-450-4064 from outside the U.S.

If you hold shares through a financial institution or broker, please call:

1-833-503-4131 toll-free within the U.S.

To contact EQ in writing:

EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
câu lạc bộ nohu88 Mendota Heights, MN 55120