Question 1

Who do I contact to get information about receiving the merger consideration?

Accepted Answer

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

Question 2

What consideration was I eligible to receive under a BMS CVR?

Accepted Answer

The BMS CVRs were issued pursuant to a Contingent Value Rights Agreement, dated November 20, 2019 (the “CVR Agreement”). A BMS CVR entitled you to receive a one-time potential payment of $9.00 in cash upon FDA’s approval in specified indications of all three of the following milestones (“CVR milestones”) by the specified timeline:

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

Question 3

What if I have certificated Celgene shares in more than one account?

Accepted Answer

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.

Question 4

What if I can’t locate all of my Celgene share certificates?

Accepted Answer

If 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.

Question 5

Please remind me what triggers a payout under the Abraxis /Abraxane CVR (CELG RT, formerly CELGZ)?

Accepted Answer

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 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.

For additional information, the fully executed Abraxis/Abraxane CVR agreement can be found here: https://www.sec.gov/Archives/edgar/data/816284/000095012310093505/y87192exv4w1.htm

Question 6

What happened to my BMS CVR?

Accepted Answer

Under the CVR Agreement, if all of the CVR milestones were not achieved at the specified timeline, the CVR Agreement would terminate automatically in accordance with its terms and the BMS CVRs would expire and be no longer eligible for payment.

Since the FDA’s approval of liso-cel did not occur by December 31, 2020, one of the three required CVR milestones was not met. As a result, on January 1, 2021, the CVR Agreement terminated automatically in accordance with its terms and the BMS CVRs expired. The BMS CVRs will no longer trade on the NYSE.

For additional information please call the Information Agent, EQ Shareowner Services at 1-833-503-4131.

Question 7

Is the exchange of my Celgene common shares for shares of Bristol Myers Squibb common stock and cash mandatory?

Accepted Answer

Yes. As a result of the merger, each Celgene common share (other than shares held by stockholders who validly perfect appraisal rights under Delaware law), was automatically canceled 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)

The Celgene shares were delisted from the NASDAQ stock exchange and are no longer trading.

Question 8

What is the ticker for the CVR?

Accepted Answer

The BMS CVRs traded on the NYSE under “BMY RT”.

Question 9

Can I sell my CVR?

Accepted Answer

No, all BMS CVRs have expired and are no longer eligible for payment since the FDA’s approval of liso-cel did not occur by December 31, 2020. The BMS CVRs will no longer trade on the NYSE.

For additional information, the fully executed BMS CVR Agreement can be found here:

https://www.sec.gov/Archives/edgar/data/14272/000001427220000082/bmy-20191231exhibit4ccc.htm

For individual investors, please call our information agent, EQ Shareowner Services at 1-833-503-4131.

Question 10

What are the tax consequences to me of receiving the merger consideration (i.e., 1 share of Bristol Myers Squibb stock, $50 cash and 1 CVR for each of my vested Celgene shares)?

Accepted Answer

Your receipt of the merger consideration in the merger generally will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local, non-U.S., or other tax laws. Further, information about the material U.S. federal income tax consequences of the merger to holders of Celgene common stock, including information regarding the calculation of taxable gain or loss for U.S. shareholders in connection with the merger, is included in the registration statement on Form S-4 filed by Bristol-Myers Squibb in connection with the transaction under the heading “Material U.S. Federal Income Tax Consequences.” You should read that disclosure and also consult with your personal tax advisor to determine the particular tax consequences to you of the receipt of merger consideration.

The total amount of merger consideration is generally taxable under U.S. federal income taxes due to the structure of the transaction.

Question 11

What happened with my existing Celgene shares?

Accepted Answer

Each Celgene share you hold was exchanged for:

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

Question 12

How do I exchange my Celgene shares?

Accepted Answer

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.

Question 13

Who is the exchange agent?

Accepted Answer

EQ Shareowner Services

For registered shareholders, please call:

1-855-598-5485 toll-free within the U.S.
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
Mendota Heights, MN 55120

Question 14

What happened to my existing Abraxis/Abraxane CVR?

Accepted Answer

If you currently hold an Abraxis/Abraxane CVR, 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 transferred the listing of Celgene’s contingent value rights (NASDAQ: CELGZ), from NASDAQ Global Market (“NASDAQ”) to the NYSE.
The new ticker symbol is “CELG RT”.

Acquisition FAQs for Celgene Shareholders

ABRAXIS/ABRAXANE Contingent Value Right (CVR)

Bristol Myers Squibb CVR (“BMS CVR”)

FAQs for BMY Shareholders