BMY and CELG Acquization 1. Changes or shocks in macroeconomic (e.g., interest rates), industry (e.g., oil price,...

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BMY and CELG Acquization
1. Changes or shocks in macroeconomic (e.g., interest rates),industry (e.g., oil price, consumer preferences) or global factors(e.g., tariffs and trade agreements) often leads to opportunitiesto create value through mergers and acquisitions. Articulate andanalyze each of the main specific changes/shocks in factors thatyou believe are leading to the merger between BMY and CELG.
2. How will the merger help the acquirer address the impact ofthe above changes/shocks in factors you listed?

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BristolMyers Squibb Merger Sub and Celgene have entered into the merger agreement Subject to the terms and conditions of the merger agreement and in accordance with applicable law in the merger Merger Sub will be merged with and into Celgene with Celgene continuing as the surviving corporation and a whollyowned subsidiary of BristolMyers Squibb Upon completion of the merger shares of Celgene common stock will no longer be publicly traded will be delisted from Nasdaq and deregistered under the Exchange Act Meeting The BristolMyers Squibb special meeting will be held on April 12 2019 at the offices of Kirkland Ellis LLP located at 601 Lexington Avenue New York New York 10022 at 1000 am Eastern Time At the BristolMyers Squibb special meeting BristolMyers Squibb stockholders will be asked to consider and vote on the following proposals to approve the stock issuance and to approve the BristolMyers Squibb adjournment proposal Record Date The BMS Board has fixed the close of business on March 1 2019 as the record date for the determination of the stockholders entitled to notice of and to vote at the BristolMyers Squibb special meeting or any adjournment or postponement of the BristolMyers Squibb special meeting Only BristolMyers Squibb stockholders of record at the record date are entitled to receive notice of and to vote at the BristolMyers Squibb special meeting or any adjournment or postponement of the BristolMyers Squibb special meeting As of the close of business on January 24 2019 there were i 1632650807509 shares of BristolMyers Squibb 010 par value per share common stock outstanding and entitled to vote at the BristolMyers Squibb special meeting held by approximately 39427 holders of record and ii 3586 shares of BristolMyers Squibb 200 convertible preferred stock outstanding and entitled to vote at the BristolMyers Squibb special meeting held by approximately 141 holders of record Quorum The presence at the BristolMyers Squibb special meeting in person or by proxy of the holders of a majority of the outstanding shares of BristolMyers Squibb stock at the record date the close of business on March 1 2019 entitled to vote will constitute a quorum Elections to abstain from voting will be deemed present at the BristolMyers Squibb special meeting for the purpose of determining the presence of a quorum Shares of BristolMyers Squibb stock held in street name with respect to which the beneficial owner fails to give voting instructions to the broker bank or other nominee holder of record and shares of BristolMyers Squibb stock with respect to which the beneficial owner otherwise fails to vote will not be deemed present at the BristolMyers Squibb special meeting for the purpose of determining the presence of a quorum There must be a quorum for the vote on the stock issuance to be taken at the BristolMyers Squibb special meeting Failure of a quorum to be present at the BristolMyers Squibb special meeting will necessitate an adjournment of the meeting and will subject BristolMyers Squibb to additional expense Required Vote The affirmative vote of at least a majority of the votes cast by holders of outstanding shares of BristolMyers Squibb stock at a duly called and held meeting of BristolMyers Squibbs stockholders at which a quorum is present is required to approve the issuance of shares of BristolMyers Squibb stock in connection with the merger BristolMyers Squibb cannot complete the merger unless its stockholders approve the stock issuance Under the current rules and interpretive guidance of the NYSE votes cast on the stock issuance consist of votes for or against as well as elections to abstain from voting on the stock issuance As a result a BristolMyers Squibb stockholders abstention from voting on the stock issuance will have the same effect as a vote AGAINST the proposal Assuming a quorum is present the failure of a BristolMyers Squibb stockholder who holds his or her shares in street name through a broker bank or other nominee holder of record to give voting instructions to that broker bank or other nominee holder of record or any other failure of a BristolMyers Squibb stockholder to vote will have no effect on the outcome of any vote to approve the stock issuance because these failures to vote are not considered votes cast Approval of the BristolMyers Squibb adjournment proposal whether or not a quorum as defined under Delaware law is present requires the affirmative vote of a majority of the votes present at the BristolMyers Squibb special meeting by BristolMyers Squibb stockholders entitled to vote For purposes of the BristolMyers Squibb adjournment proposal votes present on the proposal consist of votes for or against as well as elections to abstain from voting on the proposal As a result a BristolMyers Squibb stockholders abstention from voting on the BristolMyers Squibb adjournment proposal will have the same effect as a vote AGAINST the approval of the proposal The failure of a BristolMyers Squibb stockholder who holds his or her shares in street name through a broker bank or other nominee holder of record to give voting instructions to that broker bank or other nominee holder of record or any other failure of a BristolMyers Squibb stockholder to vote will have no effect on the approval of this proposal because these failures to vote are not considered votes present Stock Ownership of and Voting by BristolMyers Squibb Directors and Executive Officers see page 221 As of January 24 2019 BristolMyers Squibbs directors and executive officers and their affiliates beneficially owned and had the right to vote in the aggregate 1810875 shares of BristolMyers Squibb stock at the BristolMyers Squibb special meeting which represents approximately less than 1 of the shares See Answer

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