Bristol-Myers Squibb, Celgene shareholders vote to back proposed $74-billion merger

Shareholders have voted to approve Bristol-Myers Squibb's roughly $74-billion deal to acquire Celgene, the companies announced separately on Friday. "Approximately 98 percent of the votes cast, and over 70 percent of the shares outstanding and entitled to vote, voted in favour of the transaction" at a special meeting, Celgene said, while Bristol-Myers Squibb indicated that "more than 75 percent of the shares voted at [our] special meeting were voted in favour." The firms noted that the deal remains on track to close in the third quarter. 

Bristol-Myers Squibb CEO Giovanni Caforio commented that "the focus is on us now to execute the integration and deliver the value of the combined portfolio." Facing criticism from some shareholders, Caforio recently defended the agreement, stressing that the takeover of Celgene would not be a "defensive deal."

Opposition has come from Bristol-Myers Squibb's largest shareholder, Wellington Management, as well as from Starboard Value, which nominated five directors to the drugmaker's board, but later withdrew its proxy solicitation to vote against the Celgene transaction after advisory firms Institutional Shareholder Services and Glass Lewis backed the deal. 

Commenting on the news, Edward Jones & Co. analyst Ashtyn Evans said "we remain concerned over product concentration," adding she "would have liked to see Bristol-Myers Squibb buy more pipeline assets rather than [established] products like Revlimid (lenalidomide)." The analyst remarked "while this will give them additional expertise in cancer, the concentration adds an element of risk." 

Since the transaction was announced in January, Celgene has entered into several deals, including partnerships with Exscientia, Triphase Accelerator and Philogen

Celgene also recently announced the submission of the investigational multiple sclerosis therapy ozanimod in the EU and refiling of the drug with US regulators (for related analysis, see ViewPoints: Celgene's ozanimod regains some momentum but can it deliver in MS?). Last month, the drugmaker survived a request by Alvogen for an inter partes review of a patent on Revlimid, protecting the drug from generic competition in the US until 2023 (for additional analysis, read ViewPoints: Bristol-Myers Squibb, Celgene deal passes first big hurdle).  

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