=Celgene (CELG) to be acquired by Bristol-Myers Squibb (BMY) for $102.43/share

• Celgene to be acquired by Bristol-Myers Squibb (BMY) for $102.43/share in cash & stock + a CVR, or approximately $74 bln
• BMY Bristol-Myers sees FY19 non-GAAP EPS $4.10-4.20 ex-Celgene vs $4.10 S&P Capital IQ Consensus Estimate; co will report on Jan 24

Celgene to be acquired by Bristol-Myers Squibb (BMY) for $102.43/share in cash & stock + a CVR, or approximately $74 bln

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 the holder to receive a payment for the achievement of future regulatory milestones.

• Based on the closing price of Bristol-Myers Squibb stock of $52.43 on January 2, 2019, the cash and stock consideration to be received by Celgene shareholders at closing is valued at $102.43 per Celgene share and one CVR. When completed, Bristol-Myers Squibb shareholders are expected to own approximately 69 percent of the company, and Celgene shareholders are expected to own approximately 31 percent.
  • Each share also will receive one tradeable CVR, which will entitle its holder to receive a one-time potential payment of $9.00 in cash upon FDA approval of all three of ozanimod (by December 31, 2020), liso-cel (JCAR017) (by December 31, 2020) and bb2121 (by March 31, 2021), in each case for a specified indication.
• The transaction's internal rate of return is expected to be well in excess of Celgene's and Bristol-Myers Squibb's cost of capital. The combination is expected to be more than 40 percent accretive to Bristol-Myers Squibb's EPS on a standalone basis in the first full year following close of the transaction. Bristol-Myers Squibb expects to realize run-rate cost synergies of approximately $2.5 billion by 2022. Bristol-Myers Squibb is confident it will achieve efficiencies across the organization while maintaining a strong, core commitment to innovation and delivering the value of the portfolio.
• Bristol-Myers Squibb expects to execute an accelerated share repurchase program of up to approximately $5 billion, subject to the closing of the transaction, market conditions and Board approval.

=Juno Therapeutics (Juno) to be acquired by Celgene (CELG) for $87/share

Juno Therapeutics to be acquired by Celgene (CELG) for $87/share in cash, or approximately $9 bln

Under the terms of the merger agreement, Celgene will pay $87 per share in cash, or a total of approximately $9 billion, net of cash and marketable securities acquired and Juno shares already owned by Celgene (approximately 9.7% of outstanding shares).

• JCAR017, a pivotal stage asset, with an emerging favorable profile in DLBCL, is expected to add approximately $3 billion in peak sales and significantly strengthen Celgene's lymphoma portfolio
• JCARH125 will enhance Celgene's campaign against BCMA (B-cell maturation antigen), a key target in multiple myeloma
• Additional cellular therapy assets in proof-of-concept trials for hematologic malignancies and solid tumors will add to Celgene's existing pipeline

The acquisition is expected to be dilutive to adjusted EPS (earnings per share) in 2018 by approximately $0.50 and is expected to be incrementally additive to net product sales in 2020. There is no change to the previously disclosed 2020 financial targets of total net product sales of $19 billion to $20 billion and adjusted EPS greater than $12.50. 

=Juno Therapeutics (JUNO) to be acquired by Celgene (CELG)?

• Celgene is looking to purchase Juno Therapeutics, just one week after it announced that it was taking over Impact Biomedicines in a $7 billion transaction.
• More M&A deals like this are expected due to the tax code enticing U.S.-based companies to bring back cash from abroad.
• Joint ventures are also in the works. Celgene (NASDAQ: CELG) recently worked out a deal with Lannett (NYSE: LCI), a Northeast Philadelphia drug manufacturer that has an application to sell a generic version of a drug that uses thalidomide to treat inflammatory skin disorders.

According to the Wall Street Journal, unnamed sources say Celgene is in talks to buy Juno. The two have long-partnered on cancer treatments including CAR-T drugs that teach the immune system to identify and fight cancer.

The talks could pan out in a deal in the coming weeks, sources say. The potential deal to acquire Juno would come on the heels of Gilead Sciences' (GILD) nearly $12 billion purchase of CAR-T drugmaker Kite Pharma late last year.

Now, Gilead and Novartis (NVS) have the only approved CAR-T drugs on market. Juno could follow with a CAR-T drug approval later this year, the company has said. So far, CAR-T drugs look best poised to treat blood cancers. Firms are also looking into using these therapies in solid tumors.

For Gilead, buying Kite helps stem the gap from declining hepatitis C drug sales. For Celgene, buying its longtime partner Juno could give it a leg up as it prepares to lose patient protection for Revlimid, which treats a blood cancer known as multiple myeloma.

Celgene (CELG) reported earnings on Thur 26 Oct 2017 (b/o)

** charts before earnings **

 

** charts after earnings **

 

Celgene beats by $0.04, misses on revs; updates FY17 EPS, revs guidance; lowers 2020 long-term financial targets

• Reports Q3 (Sep) earnings of $1.91 per share, $0.04 better than the Capital IQ Consensus of $1.87; revenues rose 10.2% year/year to $3.29 bln vs the $3.42 bln Capital IQ Consensus.
  • REVLIMID sales for the third quarter increased 10 percent to $2,081 million. Sales growth was driven primarily by increased volume, as a result of increases in duration and market share. U.S. sales of $1,361 million and international sales of $720 million increased 18 percent and decreased 2 percent year-over-year, respectively.
• Co updates guidance for FY17, sees EPS of $7.30-7.35 (Prior $7.25-7.35), excluding non-recurring items, vs. $7.31 Capital IQ Consensus Estimate; sees FY17 revs of ~$13 bln (Prior $13-13.4 bln) vs. $13.23 bln Capital IQ Consensus Estimate.
• Updated 2020 Long-Term Financial Targets
  • Total Net Product Sales $19-20 bln (Previously saw >$21 bln)
  • Adjusted Diluted EPS ? $12.50 (Previously saw >$13.00)

CELG — is it a buy?

• Oct. 17: #37; Is CELG a buy?

• 2 days later:

 

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