BRIEF—FTC at last clears Bristol-Myers takeover of Celgene

After divestment requirements and multiple delays, the USA’s Federal Trade Commission (FTC) has accepted the proposed consent order in connection with the pending $74 billion acquisition by Bristol-Myers Squibb of Celgene, thereby permitting the parties to close the transaction.

As announced on August 26, 2019, Celgene entered into an agreement with Amgen under which Amgen would acquire the global rights to Otezla (apremilast) for $13.4 billion in cash, or around $11.2 billion, net of the present value of $2.2 billion in anticipated future cash tax benefits.

The divestment was required by the anti-trust authority and was the largest that the FTC or the US Department of Justice have ever required in a merger enforcement matter.

Bristol-Myers Squibb previously announced the decision to divest Otezla in connection with the ongoing regulatory approval process for Bristol-Myers Squibb’s pending merger with Celgene.

Bristol-Myers Squibb has now satisfied all regulatory requirements under the merger agreement to complete the acquisition of Celgene and expects to close the transaction on November 20, 2019. Bristol-Myers Squibb also expects the Otezla divestiture to be completed promptly following the closing of the merger.

“Today’s news is an exciting milestone in our company’s history as we look forward to officially combining with Celgene to create a leading biopharma company,” said Dr Giovanni Caforio, chairman and chief executive of Bristol-Myers Squibb.