Bristol-Myers Squibb (BMS) has provided an update on the approval process and timeline for its pending $74-billion acquisition of Celgene. To allow the transaction to close on a timely basis in light of concerns expressed by the US Federal Trade Commission (FTC), BMS is planning to divest Celgene’s Otezla (apremilast), a drug for treating certain types of psoriasis and psoriatic arthritis. In 2018, global net sales of Otezla were $1.6 billion. 

The divestiture is subject to further review by the FTC and requires that BMS enter into a consent decree with the FTC. Once the FTC accepts the consent order, and other customer closing conditions are satisfied, BMS intends to close the Celgene transaction by the end of 2019 or the beginning of 2020. When the companies first announced the acquisition in January 2019, they expected the transaction to close in the third quarter of 2019. BMS and Celgene have received approval for BMS’ acquisition of Celgene from their respective shareholders. BMS says that the proceeds of the Otezla sale will allow it to accelerate its post-closing deleveraging plans.

Upon closing with the FTC acceptance of the Otezla divestment, the combined company will have eight products with more than $1 billion in annual sales in core disease areas of oncology, immunology and inflammation, and cardiovascular disease. The combined company will also have near-term launch opportunities representing more than $15 billion in revenue potential, according to the companies. The companies expect to achieve $2.5 billion in cost synergies.

BMS and Celgene have concluded their pre-notification process with the European Commission and confirm that they have submitted the formal application for clearance by the European Commission.

Source: Bristol-Myers Squibb