Bristol-Myers Squibb → Celgene
Bristol-Myers Squibb paid $74bn — about $95bn including debt — for Celgene, the maker of the myeloma drug Revlimid, in one of the largest pharmaceutical takeovers, and added a contingent value right that expired worthless when one of three drugs missed its approval deadline.
A cash-and-stock deal that required selling the psoriasis drug Otezla to Amgen for antitrust clearance.
- Value
- $74B
- Announced
- January 2019
- Completed
- November 2019
- Sector
- Pharma
- Deal type
- acquisition
- Acquirer
- Bristol-Myers Squibb (United States)
- Target
- Celgene (United States)
Why it mattered
Celgene was built on Revlimid, which brought in almost $9.7bn in 2018, and had been buying pipeline to follow it, including Juno Therapeutics for $9bn in 2018. Bristol-Myers Squibb wanted to refresh its own pipeline as its cancer drug Opdivo lost ground to Keytruda. The agreement announced on 3 January 2019 gave Celgene shareholders one BMS share and $50 in cash, together worth $102.43, a premium of about 51% to the 30-day average price, plus a tradeable contingent value right (CVR) paying $9 if the FDA approved ozanimod and liso-cel by the end of 2020 and bb2121 by 31 March 2021. BMS promised about $2.5bn of annual cost savings by 2022 and more than 40% accretion to earnings per share in the first full year, and planned a share buyback of up to $5bn.
Not all of BMS's own investors agreed. Wellington Management opposed the deal, and the activist Starboard Value nominated five directors against it before withdrawing once the proxy advisers ISS and Glass Lewis backed the transaction; on 12 April 2019 more than 75% of the shares voted approved the share issue. To satisfy the Federal Trade Commission, Celgene sold its immunology drug Otezla to Amgen for $13.4bn in cash, and the acquisition closed on 20 November 2019.
What it left behind
Ozanimod was approved in March 2020, but liso-cel, now sold as Breyanzi, was approved only in February 2021 — after its 31 December 2020 deadline — so the CVR paid nothing. A party claiming to be the CVR trustee sued in June 2021, alleging that BMS had not used diligent efforts and so avoided a $6.4bn obligation; the court dismissed the case for lack of jurisdiction in September 2024, and the plaintiff has appealed. Celgene's medicines still counted in 2025, when Revlimid and Pomalyst each supplied about 6% of BMS revenue even with generic lenalidomide on sale. BMS kept buying pipeline, paying $4.8bn for Mirati, about $4.1bn for RayzeBio and $14bn for Karuna in 2024. A contingent payment bridges a price gap only while both sides trust how the buyer will chase the milestone; an all-or-nothing trigger tied to regulatory dates turns a narrow miss into years of litigation.