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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Celgene Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 10, 2020 |
STRO / SUTRO BIOPHARMA INC / CELGENE CORP /DE/ - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sutro Biopharma, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 869367102 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuan |
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| February 10, 2020 |
BGNE / BeiGene, Ltd. / CELGENE CORP /DE/ - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BeiGene, Ltd. (Name of Issuer) Ordinary Shares, $0.0001 par value (Title of Class of Securities) 07725L102 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant t |
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| December 13, 2019 |
CELG / Celgene Corp. 15-12B - - 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-34912 Celgene Corporation* (Exact name of registrant as specified in it |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| December 9, 2019 |
CELG / Celgene Corp. S-4 POS - - S-4 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-42302 No. 333-101196 No. 333-148777 No. 333-168369 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-4 Registration Statement No. 333-42302 Post-Effective Amendment No. 1 to Form S-4 Registration Statement No. 333-101196 Post-Effective Amendment No. 1 to F |
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| December 9, 2019 |
CELG / Celgene Corp. S-4 POS - - S-4 POS S-4 POS 1 forms4pos.htm S-4 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-42302 No. 333-101196 No. 333-148777 No. 333-168369 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-4 Registration Statement No. 333-42302 Post-Effective Amendment No. 1 to Form S-4 Registration Statement No. 333-101196 Pos |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS S-8 POS 1 forms8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS S-8 POS 1 forms8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS S-8 POS 1 forms8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| December 9, 2019 |
CELG / Celgene Corp. S-4 POS - - S-4 POS S-4 POS 1 forms4pos.htm S-4 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-42302 No. 333-101196 No. 333-148777 No. 333-168369 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-4 Registration Statement No. 333-42302 Post-Effective Amendment No. 1 to Form S-4 Registration Statement No. 333-101196 Pos |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS S-8 POS 1 forms8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| December 9, 2019 |
CELG / Celgene Corp. S-4 POS - - S-4 POS S-4 POS 1 forms4pos.htm S-4 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-42302 No. 333-101196 No. 333-148777 No. 333-168369 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-4 Registration Statement No. 333-42302 Post-Effective Amendment No. 1 to Form S-4 Registration Statement No. 333-101196 Pos |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS S-8 POS 1 forms8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| December 9, 2019 |
CELG / Celgene Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 9, 2019 No. 333-223469 No. 333-219505 No. 333-212728 No. 333-207840 No. 333-199638 No. 333-191996 No. 333-184634 No. 333-177669 No. 333-160955 No. 333-152655 No. 333-149603 No. 333-138497 No. 333-126296 No. 333-107980 No. 333-65908 No. 333-39716 No. 333-91977 No. 333-70083 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| December 2, 2019 |
CELG / Celgene Corp. 25 - - 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-34912 Celgene Corporation NASDAQ Global Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 86 Morris Av |
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| November 22, 2019 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2019 (November 21, 2019) CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorpor |
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| November 20, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission F |
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| November 20, 2019 |
Amended and Restated Bylaws of Celgene Corporation, dated November 20, 2019 Exhibit 3.2 BYLAWS OF CELGENE CORPORATION A Delaware Corporation Article I OFFICES Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington Delaware 19808, in the County of New Castle. The name of the corporation’s registered agent at such address shall be Corporation Service Company. The registered offi |
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| November 20, 2019 |
Exhibit 4.1 EXECUTION VERSION ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November 20, 2019, by and among Celgene Corporation, a Delaware corporation (“Assignor”), Bristol-Myers Squibb Company, a Delaware corporation (“Assignee”), American Stock Transfer & Trust Company, LLC, a New York limited |
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| November 20, 2019 |
Amended and Restated Certificate of Incorporation of Celgene Corporation, dated November 20, 2019 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CELGENE CORPORATION ARTICLE ONE The name of the corporation is Celgene Corporation (hereinafter called the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered a |
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| November 20, 2019 |
Exhibit 99.1 CELGENE Announces plans to transfer listing of Celgene’s Contingent value rights following Closing of Acquisition by Bristol-Myers Squibb NOVEMBER 20, 2019 — SUMMIT, N.J. — Celgene Corporation (NASDAQ: CELG) announced today that following the completion of Celgene’s acquisition by Bristol-Myers Squibb Company (NYSE: BMY), Bristol-Myers Squibb and Celgene plan to transfer the listing o |
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| November 15, 2019 |
Exhibit 99.2 Bristol-Myers Squibb Company Announces it Expects No Further Extension of the Expiration Date for Exchange Offers for Celgene Corporation Notes NEW YORK, November 15, 2019 – Bristol-Myers Squibb Company (NYSE:BMY) (“Bristol-Myers Squibb”) announced today that it currently expects there will be no further extension of the expiration date of the offers to exchange (the “Exchange Offers” |
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| November 15, 2019 |
Exhibit 99.1 Bristol-Myers Squibb Receives Clearance from U.S. Federal Trade Commission for Celgene Acquisition Company Has Now Satisfied All Regulatory Approvals for Celgene Acquisition Transaction Expected to Close on November 20, 2019 FTC Approves Agreement between Celgene and Amgen to Divest OTEZLA® NEW YORK—November 15, 2019—Bristol-Myers Squibb Company (NYSE:BMY) announced today that the U.S |
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| November 15, 2019 |
BMY / Bristol-Myers Squibb Co. 425 - Merger Prospectus - 425 false000001427200000142722019-11-152019-11-150000014272us-gaap:CommonStockMember2019-11-152019-11-150000014272bmy:One000NotesDue2025Member2019-11-152019-11-150000014272bmy:One750NotesDue2035Member2019-11-152019-11-15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 31, 2019 |
Results of Operations and Financial Condition, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2019 CELGENE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-34912 22-2711928 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| October 31, 2019 |
Exhibit 99.1 CELGENE REPORTS THIRD QUARTER 2019 OPERATING AND FINANCIAL RESULTS - Strong total revenue of $4.5 billion, increased 16% Y/Y driven by volume - INREBIC® (fedratinib) granted FDA approval in myelofibrosis; EU MAA submission expected by year-end 2019 - Expected Q4 regulatory updates include: Dec. 4, 2019 FDA PDUFA date for luspatercept in transfusion-dependent beta-thalassemia; BLA subm |
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| October 31, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34912 CELGEN |
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| August 26, 2019 |
Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT by and among CELGENE CORPORATION, as Seller, and AMGEN INC., as Purchaser Dated as of August 25, 2019 TABLE OF CONTENTS Page Article I DEFINITIONS; INTERPRETATION 2 1.1 Defined Terms 2 1.2 Other Definitions 17 Article II SALE AND PURCHASE 19 2.1 Sale and Purchase of Assets 19 2.2 Excluded Assets 22 2.3 Assumed Liabilities 24 2.4 Excluded Liabi |
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| August 26, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 30, 2019 |
Exhibit 99.1 CELGENE REPORTS SECOND QUARTER 2019 OPERATING AND FINANCIAL RESULTS — Strong total revenue of $4.4 billion, increased 15% Y/Y driven by volume — Company raises 2019 total revenue guidance; reaffirms 2020 outlook — Fedratinib, ozanimod and luspatercept regulatory filings accepted year-to-date; liso-cel BLA submission on-track for Q4:19 SUMMIT, NJ — (July 30, 2019) — Celgene Corporation |
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| July 30, 2019 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| July 30, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34912 CELGENE COR |
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| July 30, 2019 |
Exhibit 4.6 CELGENE CORPORATION, as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 1, 2019 to INDENTURE Dated as of August 10, 2017 Exhibit 4.6 SUPPLEMENTAL INDENTURE, dated as of May 1, 2019 (this “First Supplemental Indenture”), between Celgene Corporation, a Delaware corporation (herein called the “Company”), having its princ |
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| July 30, 2019 |
Exhibit 4.2 CELGENE CORPORATION, as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 1, 2019 to INDENTURE Dated as of August 9, 2012 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2019 (this “First Supplemental Indenture”), between Celgene Corporation, a Delaware corporation (herein called the “Company”), having its |
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| July 30, 2019 |
Exhibit 4.3 CELGENE CORPORATION, as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 1, 2019 to INDENTURE Dated as of August 6, 2013 Exhibit 4.3 FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2019 (this “First Supplemental Indenture”), between Celgene Corporation, a Delaware corporation (herein called the “Company”), having its |
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| July 30, 2019 |
Exhibit 4.7 CELGENE CORPORATION, as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 1, 2019 to INDENTURE Dated as of November 9, 2017 Exhibit 4.7 FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2019 (this “First Supplemental Indenture”), between Celgene Corporation, a Delaware corporation (herein called the “Company”), having it |
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| July 30, 2019 |
Exhibit 4.1 CELGENE CORPORATION, as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 1, 2019 to INDENTURE Dated as of October 7, 2010 Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2019 (this “First Supplemental Indenture”), between Celgene Corporation, a Delaware corporation (herein called the “Company”), having its |
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| July 30, 2019 |
Exhibit 4.5 CELGENE CORPORATION, as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 1, 2019 to INDENTURE Dated as of August 12, 2015 Exhibit 4.5 FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2019 (this “First Supplemental Indenture”), between Celgene Corporation, a Delaware corporation (herein called the “Company”), having its |
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| July 30, 2019 |
Exhibit 4.4 CELGENE CORPORATION, as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 1, 2019 to INDENTURE Dated as of May 15, 2014 Exhibit 4.4 FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2019 (this “First Supplemental Indenture”), between Celgene Corporation, a Delaware corporation (herein called the “Company”), having its pr |
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| July 30, 2019 |
Exhibit 4.8 CELGENE CORPORATION, as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 1, 2019 to INDENTURE Dated as of February 20, 2018 Exhibit 4.8 FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2019 (this “First Supplemental Indenture”), between Celgene Corporation, a Delaware corporation (herein called the “Company”), having i |
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| May 30, 2019 |
IDYA / IDEAYA Biosciences, Inc. / CELGENE CORP /DE/ - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* IDEAYA Biosciences, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 45166A 102 (CUSIP Number) May 28, 2019 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuan |
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| April 25, 2019 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| April 25, 2019 |
Exhibit 99.1 CELGENE REPORTS FIRST QUARTER 2019 OPERATING AND FINANCIAL RESULTS – Strong double-digit top- and bottom-line growth across portfolio and geographies – Reaffirming 2019 guidance and 2020 financial targets – Pipeline execution: fedratinib, ozanimod and luspatercept regulatory applications submitted year-to-date – Acquisition by Bristol-Myers Squibb approved by shareholders; expected to |
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| April 25, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34912 CELG |
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| April 12, 2019 |
Exhibit 99.1 Bristol-Myers Squibb Shareholders Approve Celgene Acquisition Transaction on Track to Close in Third Quarter of 2019 NEW YORK, April 12, 2019 – Bristol-Myers Squibb Company (NYSE: BMY) today announced that its shareholders voted to approve the issuance of shares of Bristol-Myers Squibb common stock in connection with the Company’s pending merger with Celgene Corporation (NASDAQ:CELG) |
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| April 12, 2019 |
BMY / Bristol-Myers Squibb Co. 8-K (Merger Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2019 BRISTOL-MYERS SQUIBB COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware 1-1136 22-0790350 (State or Other Jurisdiction of Incorporation) (Commissio |
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| April 12, 2019 |
Celgene Stockholders Approve Proposed Acquisition by Bristol-Myers Squibb Exhibit 99.1 Celgene Stockholders Approve Proposed Acquisition by Bristol-Myers Squibb SUMMIT, N.J., April 12, 2019 - Celgene Corporation (NASDAQ: CELG) today announced that its stockholders have voted to approve the company’s proposed combination with Bristol-Myers Squibb Company (NYSE:BMY). Approximately 98% of the votes cast, and over 70% of the shares outstanding and entitled to vote, voted in |
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| April 12, 2019 |
8-K 1 tv5188078k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of i |
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| April 12, 2019 |
Celgene Stockholders Approve Proposed Acquisition by Bristol-Myers Squibb Exhibit 99.1 Celgene Stockholders Approve Proposed Acquisition by Bristol-Myers Squibb SUMMIT, N.J., April 12, 2019 - Celgene Corporation (NASDAQ: CELG) today announced that its stockholders have voted to approve the company’s proposed combination with Bristol-Myers Squibb Company (NYSE:BMY). Approximately 98% of the votes cast, and over 70% of the shares outstanding and entitled to vote, voted in |
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| April 12, 2019 |
CELG / Celgene Corp. FORM 8-K (Merger Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| April 4, 2019 |
BMY / Bristol-Myers Squibb Co. FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2019 BRISTOL-MYERS SQUIBB COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-1136 (Commission File Numbe |
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| April 4, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| April 4, 2019 |
CELG / Celgene Corp. FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| March 29, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No. |
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| March 29, 2019 |
Exhibit 99.1 CELGENE SETTLES U.S. REVLIMID® PATENT LITIGATION WITH ALVOGEN Alvogen licensed to sell volume-limited amounts of generic lenalidomide in the U.S. beginning on a confidential date after the March 2022 date Celgene previously granted to Natco Alvogen also licensed to sell generic lenalidomide in the U.S. without volume limitation beginning on January 31, 2026 The earliest licensed entry |
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| March 29, 2019 |
8-K 1 tv5174718k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of i |
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| March 26, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| March 26, 2019 |
8-K 1 tv5170548k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of i |
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| March 26, 2019 |
CELG / Celgene Corp. FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| March 26, 2019 |
BMY / Bristol-Myers Squibb Co. FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2019 BRISTOL-MYERS SQUIBB COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-1136 (Commission File Numb |
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| March 25, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No. |
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| March 19, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| March 19, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No. |
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| March 19, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No. |
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| March 18, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) 425 1 s002621x37425.htm 425 Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No.: 333-229464 Subject Company: Celgene Corporation SEC File No.: 001-34912 Explanatory Note: The following was sent to stockholders of Bristol-Myers Squibb Company on March 18, 2019. Im |
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| March 15, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No. |
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| March 13, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No. |
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| March 12, 2019 |
BMY / Bristol-Myers Squibb Co. FORM 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No. |
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| March 12, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| March 8, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No. |
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| March 8, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| March 8, 2019 |
[CELGENE LETTERHEAD] March 8, 2019 Exhibit 99.1 [CELGENE LETTERHEAD] March 8, 2019 American Stock Transfer & Trust Company, LLC 59 Maiden Lane — Plaza Level New York, New York 10038 RE: Notice of Net Sales Payment Dear Sir/Madam: Reference is made to the Contingent Value Rights Agreement, dated as of October 15, 2010 (the “CVR Agreement”), between Celgene Corporation (“Celgene”) and American Stock Transfer & Trust Company, LLC, as |
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| March 8, 2019 |
CERTAIN UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.2 CERTAIN UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of: ● the proposed merger of Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) and Celgene Corporation (“Celgene”) contemplated by the merger agreement, which is referred to herein as the Cel |
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| March 8, 2019 |
BMY / Bristol-Myers Squibb Co. CURRENT REPORT (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2019 BRISTOL-MYERS SQUIBB COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-1136 (Commission File Numbe |
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| March 8, 2019 |
Report of Independent Registered Public Accounting Firm Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Celgene Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Celgene Corporation and subsidiaries (the Company) as of December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive inco |
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| March 7, 2019 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS Exhibit 99.6 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS The unaudited pro forma condensed combined financial information presented below is based on, and should be read in conjunction with (i) Celgene Corporation’s (“Celgene,” “we,” “our,” “us,” or the “Company”) historical consolidated financial statements, and the related notes thereto, included in our Annual Report on Form 1 |
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| March 7, 2019 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 3 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) |
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| March 7, 2019 |
BMY / Bristol-Myers Squibb Co. FORM 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No. |
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| March 6, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No. |
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| March 6, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No.: 333-229464 Subject Company: Celgene Corporation SEC File No.: 001-34912 Explanatory Note: The following was sent to stockholders of Bristol-Myers Squibb Company on March 6, 2019. |
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| March 6, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No. |
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| March 5, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No. |
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| March 4, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) 425 1 s002621x22425.htm 425 Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No.: 333-229464 Subject Company: Celgene Corporation SEC File No.: 001-34912 Explanatory Note: The following article was distributed to employees of Bristol-Myers Squibb Company on March 4, 2019 Approval of Transaction by Bot |
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| March 1, 2019 |
CELG / Celgene Corp. 10-K/A (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3 |
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| March 1, 2019 |
Exhibit 99.1 Use of Non-GAAP Financial Measures In addition to financial information prepared in accordance with U.S. GAAP, this document also contains certain non-GAAP financial measures based on management’s view of performance including: • Adjusted net income • Adjusted earnings per share Management uses such measures internally for planning and forecasting purposes and to measure the performan |
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| February 28, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No. |
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| February 28, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) 425 1 s002620x8425.htm 425 Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No.: 333-229464 Subject Company: Celgene Corporation SEC File No.: 001-34912 Explanatory Note: The following letter was distributed to employees of Bristol-Myers Squibb Company on February |
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| February 26, 2019 |
CELG / Celgene Corp. 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34912 CELGENE CORPORA |
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| February 26, 2019 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person or entity whose signature appears below constitutes and appoints Mark J. Alles and David V. Elkins, and each of them, its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign any and all amen |
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| February 26, 2019 |
Exhibit 21.1 LIST OF SUBSIDIARIES Name State or Other Jurisdiction of Incorporation 1096271 BC ULC Canada Abraxis BioScience Australia Pty Ltd. Australia Abraxis BioScience International Holding Company, Inc. Delaware Abraxis BioScience Puerto Rico, LLC Puerto Rico Abraxis BioScience, Inc. Delaware Abraxis BioScience, LLC Delaware AbVitro LLC Delaware Acetylon Pharmaceuticals, Inc. Delaware AHI In |
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| February 25, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| February 22, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Form S-4 File No. |
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| February 22, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Form S-4 File No. |
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| February 22, 2019 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Con |
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| February 20, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| February 20, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Form S-4 File No. |
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| February 20, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Form S-4 File No.: 333-229464 Subject Company: Celgene Corporation SEC File No.: 001-34912 Explanatory Note: The following slides were used by Bristol-Myers Squibb Company at an investor presentation on February 20, 2019. |
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| February 20, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) 425 1 s002621x18425.htm 425 Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Form S-4 File No.: 333-229464 Subject Company: Celgene Corporation SEC File No.: 001-34912 Explanatory Note: The following press release was issued by Bristol-Myers Squibb Company on February 20, 2019. B |
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| February 19, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Form S-4 File No. |
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| February 19, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| February 15, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Form S-4 File No. |
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| February 11, 2019 |
CELG / Celgene Corp. / VANGUARD GROUP INC Passive Investment celgenecorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Celgene Corp Title of Class of Securities: Common Stock CUSIP Number: 151020104 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designat |
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| February 5, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| February 1, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 31, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 31, 2019 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission Fi |
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| January 31, 2019 |
EX-99.1 2 a19-37171ex99d1.htm EX-99.1 Exhibit 99.1 CELGENE REPORTS FOURTH QUARTER AND FULL YEAR 2018 OPERATING AND FINANCIAL RESULTS - Exceeded 2018 top- and bottom-line guidance - 2019 guidance reflects strong operating momentum leading to double-digit top- and bottom-line growth; Reaffirming 2020 financial outlook - Advancing five late-stage assets with U.S. approvals expected through 2020; Ozan |
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| January 30, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No. |
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| January 30, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No. |
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| January 30, 2019 |
Exhibit 10.2 Execution Version $1,000,000,000 3-YEAR REVOLVING CREDIT FACILITY AGREEMENT Among BRISTOL-MYERS SQUIBB COMPANY, THE BORROWING SUBSIDIARIES, THE LENDERS NAMED HEREIN, BARCLAYS BANK PLC, CREDIT SUISSE LOAN FUNDING LLC, SUMITOMO MITSUI BANKING CORPORATION, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents, MUFG BANK, LTD., as Syndication Agent, MORGAN STANLEY SENIOR FUNDING |
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| January 30, 2019 |
BMY / Bristol-Myers Squibb Co. CURRENT REPORT (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2019 BRISTOL-MYERS SQUIBB COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware 1-1136 22-0790350 (State or Other Jurisdiction of Incorporation) (Commiss |
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| January 30, 2019 |
Exhibit 10.1 Execution Version $2,000,000,000 364-DAY REVOLVING CREDIT FACILITY AGREEMENT Among BRISTOL-MYERS SQUIBB COMPANY, THE BORROWING SUBSIDIARIES, THE LENDERS NAMED HEREIN, BARCLAYS BANK PLC, BNP PARIBAS, CREDIT SUISSE LOAN FUNDING LLC, DEUTSCHE BANK SECURITIES INC., HSBC BANK USA, NATIONAL ASSOCIATION, MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION AND WELLS FARGO BANK, NATIONAL AS |
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| January 30, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 28, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No. |
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| January 28, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 25, 2019 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) |
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| January 25, 2019 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS EX-99.5 2 exhibit995.htm EXHIBIT 99.5 Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS The unaudited pro forma condensed combined financial information presented below is based on, and should be read in conjunction with (i) Celgene Corporation’s (“Celgene,” “we,” “our,” “us,” or the “Company”) historical consolidated financial statements, and the related notes thereto, i |
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| January 24, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No. |
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| January 23, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 22, 2019 |
EX-10.1 2 s002621x7ex10-1.htm TERM LOAN AGREEMENT Exhibit 10.1 $8,000,000,000 TERM LOAN CREDIT AGREEMENT Among BRISTOL-MYERS SQUIBB COMPANY, THE LENDERS NAMED HEREIN, BARCLAYS BANK PLC, CREDIT SUISSE LOAN FUNDING LLC, MIZUHO BANK, LTD. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents, MUFG BANK, LTD., as Syndication Agent, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative A |
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| January 22, 2019 |
BMY / Bristol-Myers Squibb Co. CURRENT REPORT (Prospectus) 425 1 s002621x78k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2019 BRISTOL-MYERS SQUIBB COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Inco |
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| January 22, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Acceleron Pharma Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00434H108 (CUSIP Number) Mark J. Alles Chief Executive Officer Celgene Corporation 86 Morris Avenue Summit, New Jersey 07901 (908) 673-9000 (Name, Addres |
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| January 17, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No. |
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| January 10, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 7, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No. |
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| January 7, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No. |
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| January 7, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No. |
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| January 7, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No. |
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| January 7, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 7, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 7, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 7, 2019 |
Results of Operations and Financial Condition 8-K 1 a19-133418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of inco |
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| January 7, 2019 |
Exhibit 99.1 CELGENE CORPORATION ANNOUNCES 2019 FINANCIAL GUIDANCE AND KEY MILESTONES · Company achieved its latest full-year 2018 guidance; will report Q4 2018 results on January 31, 2019 · Provides full-year 2019 guidance and reaffirms 2020 outlook · Fedratinib NDA and REVLIMID® (AUGMENT™) sNDA submitted; ozanimod regulatory submissions on-track for Q1 2019 SUMMIT, NJ — (January 7, 2019) — Celge |
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| January 4, 2019 |
BMY / Bristol-Myers Squibb Co. FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2019 BRISTOL-MYERS SQUIBB COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-1136 22-0790350 (Commissi |
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| January 4, 2019 |
Exhibit 10.1 CONFIDENTIAL FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and between BRISTOL-MYERS SQUIBB COMPANY and [TRUSTEE]1 Dated as of [], [] 1 Note to Draft: Trustee to be determined in accordance with the Merger Agreement. TABLE OF CONTENTS Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance and Opinions 8 Section 1.3 Form of D |
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| January 4, 2019 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of January 2, 2019 among BRISTOL-MYERS SQUIBB COMPANY, BURGUNDY MERGER SUB, INC. and CELGENE CORPORATION TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 19 ARTICLE II CLOSING; THE MERGER 19 Section 2.01 Closing 19 Section 2.02 The Merger 20 Section 2.03 Conversi |
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| January 4, 2019 |
Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036 Exhibit 10.2 EXECUTION VERSION STRICTLY CONFIDENTIAL Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036 MUFG Bank, Ltd. 1251 Avenue of the Americas New York, New York 10020 January 2, 2019 Bristol-Myers Squibb Company Route 206 & Province Line Road Princeton, New Jersey 08543 Attention: Jeffrey Galik, Senior Vice President and Treasurer Project Magnum $33,500,000,000 Senior |
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| January 4, 2019 |
CELG / Celgene Corp. 425 (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 4, 2019 |
EX-2.1 2 tv510358ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of January 2, 2019 among BRISTOL-MYERS SQUIBB COMPANY, BURGUNDY MERGER SUB, INC. and CELGENE CORPORATION TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 19 Article II CLOSING; THE MERGER 19 Section 2.01 Closing 19 Section 2 |
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| January 4, 2019 |
Celgene Corporation Executive Severance Plan. EX-10.2 4 tv510358ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 CELGENE CORPORATION Executive Severance Plan (Effective December 17, 2018) 1. Purpose. The purpose of this Celgene Corporation Executive Severance Plan (this “Plan”) is to provide certain Severance Payments and Benefits (as defined below) to designated key executives and employees of the Company in the event of a termination of their employmen |
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| January 4, 2019 |
Form of Contingent Value Rights Agreement by and between Bristol-Myers Squibb Company and [Trustee]. Exhibit 10.1 CONFIDENTIAL FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and between BRISTOL-MYERS SQUIBB COMPANY and [TRUSTEE]1 Dated as of [], [] 1 Note to Draft: Trustee to be determined in accordance with the Merger Agreement. TABLE OF CONTENTS Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance and Opinions 8 Section 1.3 Form of D |
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| January 4, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34912 (Commission File Number) 2 |
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| January 4, 2019 |
Celgene Corporation Executive Severance Plan. EX-10.2 4 tv510358ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 CELGENE CORPORATION Executive Severance Plan (Effective December 17, 2018) 1. Purpose. The purpose of this Celgene Corporation Executive Severance Plan (this “Plan”) is to provide certain Severance Payments and Benefits (as defined below) to designated key executives and employees of the Company in the event of a termination of their employmen |
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| January 4, 2019 |
Form of Contingent Value Rights Agreement by and between Bristol-Myers Squibb Company and [Trustee]. Exhibit 10.1 CONFIDENTIAL FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and between BRISTOL-MYERS SQUIBB COMPANY and [TRUSTEE]1 Dated as of [], [] 1 Note to Draft: Trustee to be determined in accordance with the Merger Agreement. TABLE OF CONTENTS Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance and Opinions 8 Section 1.3 Form of D |
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| January 4, 2019 |
CELG / Celgene Corp. 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34912 (Commission File Number) 2 |
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| January 4, 2019 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of January 2, 2019 among BRISTOL-MYERS SQUIBB COMPANY, BURGUNDY MERGER SUB, INC. and CELGENE CORPORATION TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 19 Article II CLOSING; THE MERGER 19 Section 2.01 Closing 19 Section 2.02 The Merger 20 Section 2.03 Conversi |
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| January 3, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No. |
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| January 3, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No. |
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| January 3, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No. |
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| January 3, 2019 |
CELG / Celgene Corp. WEBSITE ARTICLE (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 3, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) Client Id: 77 Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12of the Securities Exchange Act of 1934Subject Company: Celgene Corporation Commission File No. |
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| January 3, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) 425 1 form425.htm 425 Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No.: 001-34912 Explantory Note: The following communications were made available by Bristol-Myers Squibb Company through its various social media accounts. |
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| January 3, 2019 |
BMY / Bristol-Myers Squibb Co. 425 (Prospectus) 425 1 form425.htm 425 Filed by Bristol-Myers Squibb Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Celgene Corporation Commission File No.: 001-34912 Colleagues, Moments ago, we announced that Bristol-Myers Squibb is acquiring Celgene in a transaction with an equity value of approximately $ |
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| January 3, 2019 |
CELG / Celgene Corp. INFOGRAPHIC (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 3, 2019 |
CELG / Celgene Corp. TRANSCRIPT (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 3, 2019 |
CELG / Celgene Corp. CEO LETTER TO EMPLOYEES (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 3, 2019 |
CELG / Celgene Corp. TOP EMPLOYEE QA (Prospectus) Filed by Celgene Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Celgene Corporation Subject Company: Celgene Corporation SEC File No. |
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| January 3, 2019 |
BMY / Bristol-Myers Squibb Co. 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2019 BRISTOL-MYERS SQUIBB COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-1136 22-0790350 (Commissi |
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| January 3, 2019 |
Exhibit 99.2 Creating a Global BioPharma Leader INVESTOR PRESENTATIONJANUARY 2019 This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus meeting the requiremen |
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| January 3, 2019 |
Bristol-Myers Squibb Provides 2019 EPS Guidance Exhibit 99.1 Bristol-Myers Squibb Provides 2019 EPS Guidance NEW YORK, January 3, 2019 – Bristol-Myers Squibb (NYSE:BMY) today announced EPS guidance for full-year 2019. Bristol-Myers Squibb is providing its 2019 GAAP EPS guidance range at $3.75 to $3.85 and non-GAAP EPS guidance range at $4.10 to $4.20. Key 2019 GAAP and non-GAAP guidance assumptions include the combined dilution of $0.09 from th |
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| January 3, 2019 |
Exhibit 99.3 Bristol-Myers Squibb to Acquire Celgene to Create a Premier Innovative Biopharma Company · Highly Complementary Portfolios with Leading Franchises in Oncology, Immunology and Inflammation and Cardiovascular Disease · Significantly Expands Phase III Assets with Six Expected Near-Term Product Launches, Representing Greater Than $15 Billion in Revenue Potential · Registrational Trial Opp |
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| January 3, 2019 |
Exhibit 99.1 Bristol-Myers Squibb to Acquire Celgene to Create a Premier Innovative Biopharma Company · Highly Complementary Portfolios with Leading Franchises in Oncology, Immunology and Inflammation and Cardiovascular Disease · Significantly Expands Phase III Assets with Six Expected Near-Term Product Launches, Representing Greater Than $15 Billion in Revenue Potential · Registrational Trial Opp |
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| January 3, 2019 |
Financial Statements and Exhibits, Other Events 8-K 1 tv5102628k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of |
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| January 3, 2019 |
Exhibit 99.2 1 NOT FOR PRODUCT PROMOTIONAL USE Creating a Global BioPharma Leader INVESTOR PRESENTATION JANUARY 2019 2 This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitati on of any vote or approval. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means |
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| January 3, 2019 |
Exhibit 99.2 1 NOT FOR PRODUCT PROMOTIONAL USE Creating a Global BioPharma Leader INVESTOR PRESENTATION JANUARY 2019 2 This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitati on of any vote or approval. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means |
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| January 3, 2019 |
Exhibit 99.1 Bristol-Myers Squibb to Acquire Celgene to Create a Premier Innovative Biopharma Company · Highly Complementary Portfolios with Leading Franchises in Oncology, Immunology and Inflammation and Cardiovascular Disease · Significantly Expands Phase III Assets with Six Expected Near-Term Product Launches, Representing Greater Than $15 Billion in Revenue Potential · Registrational Trial Opp |
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| January 3, 2019 |
CELG / Celgene Corp. FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2019 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 2, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 2, 2018 |
EX-10.1 2 tv506171ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 TERMS OF EMPLOYMENT OFFER POSITION We are pleased to offer you the position of President, Clinical Development. Subject to the provisions listed in the “General Terms” section below, your start date in this position will be on or before November 15, 2018. In this role, you will report directly to Celgene’s Chairman and Chief Executive Officer. |
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| October 25, 2018 |
Exhibit 99.1 CELGENE REPORTS THIRD QUARTER 2018 OPERATING AND FINANCIAL RESULTS – Total net product sales of $3,890 million, increased 18% Y/Y – Raising full-year total revenue guidance to ~$15.2 billion and OTEZLA® net product sales to ~$1.6 billion – Showcasing our next-generation pipeline across multiple disease areas at ASH – Appointed Dr. Alise Reicin as President of Global Clinical Developme |
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| October 25, 2018 |
Results of Operations and Financial Condition 8-K 1 a18-3710718k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of in |
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| October 25, 2018 |
CELG / Celgene Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34912 |
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| July 26, 2018 |
Exhibit 99.1 CELGENE REPORTS SECOND QUARTER 2018 OPERATING AND FINANCIAL RESULTS – Strong total net product sales of $3.8 billion, increased 17% Y/Y – Raising full-year total revenue guidance to ~$15 billion and REVLIMID® net sales to ~$9.7 billion – Advancing late-stage next-generation growth drivers SUMMIT, NJ — (July 26, 2018) — Celgene Corporation (NASDAQ: CELG) reported net product sales of $ |
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| July 26, 2018 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| July 26, 2018 |
CELG / Celgene Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34912 CELGE |
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| July 9, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File N |
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| July 9, 2018 |
Exhibit 99.1 CELGENE AND ACCELERON ANNOUNCE LUSPATERCEPT ACHIEVED PRIMARY AND ALL KEY SECONDARY ENDPOINTS IN PHASE III ‘BELIEVE’ study in ADULTS with transfusion-dependent beta-thalassemia Results showed a significant reduction in transfusion burden compared to placebo Safety profile generally consistent with previously reported data Regulatory submissions planned in the United States and Europe i |
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| July 5, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| June 28, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| June 28, 2018 |
EX-99.1 2 tv497569ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CELGENE AND ACCELERON ANNOUNCE luspatercept achieved primary and key secondary endpointS IN PHASE III ‘medalist’ study in Patients with low-to-Intermediate risk myelodysplastic syndromes Results showed significant improvement in red blood cell transfusion independence compared to placebo Safety profile generally consistent with previously publ |
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| June 19, 2018 |
Exhibit 99.1 CELGENE CORPORATION ANNOUNCES APPOINTMENT OF JONATHAN BILLER AS EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL FOLLOWING THE DEPARTURE OF GERALD F. MASOUDI SUMMIT, NJ, June 19, 2018 – Celgene Corporation (NASDAQ: CELG) today announced the appointment of Jonathan Biller as Executive Vice President and General Counsel effective July 3, 2018. Mr. Biller will be responsible for global legal |
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| June 19, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| June 13, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| June 13, 2018 |
EX-3.1 2 tv496425ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Amended and Restated By-Laws of Celgene Corporation (As adopted by the Board of Directors Effective June 13, 2018) BY-LAWS of CELGENE CORPORATION (Amended and Restated on June 13, 2018) ARTICLE I STOCKHOLDERS Section 1.1 Annual Meeting. An annual meeting of stockholders for the purpose of electing directors and of transacting such other business a |
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| June 1, 2018 |
Exhibit 10.1 TERMS OF EMPLOYMENT OFFER POSITION We are pleased to offer you the position of Executive Vice President and Chief Financial Officer. Subject to the provisions listed in the “General Terms” section below, your start date will be on or before July 1, 2018. CASH COMPENSATION Your semi-monthly compensation for this position will be $35,416.67 (which when annualized will equal approximatel |
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| June 1, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File N |
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| June 1, 2018 |
Exhibit 99.1 CELGENE CORPORATION ANNOUNCES HIRING OF DAVID V. ELKINS AS EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND APPOINTMENT OF PETER N. KELLOGG TO EXECUTIVE VICE PRESIDENT, CHIEF CORPORATE STRATEGY OFFICER David Elkins most recently served as Worldwide Vice President and CFO for Consumer Products, Medical Devices and Corporate Functions at Johnson & Johnson Peter Kellogg to remain on |
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| May 31, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2018 Celgene Corporation (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File N |
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| May 24, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File N |
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| May 24, 2018 |
EX-99.1 2 tv494982ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CELGENE CORPORATION ANNOUNCES ADDITIONAL $3 BILLION SHARE REPURCHASE AUTHORIZATION AND PLANS TO EXECUTE A $2 BILLION ACCELERATED SHARE REPURCHASE PROGRAM SUMMIT, NJ – (May 24, 2018) – Celgene Corporation (NASDAQ: CELG) today announced that the Company's Board of Directors authorized the repurchase of an additional $3 billion of the Company's c |
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| May 23, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| May 18, 2018 |
Financial Statements and Exhibits 8-K/A 1 a18-1338518ka.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other |
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| May 18, 2018 |
Juno Therapeutics, Inc. Index to Consolidated Financial Statements Exhibit 99.3 Juno Therapeutics, Inc. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 2 Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Comprehensive Loss 5 Consolidated Statements of Cash Flows 6 Consolidated Statements of Stockholders’ Equity 7 Notes to Consolidated Financial S |
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| May 18, 2018 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS EX-99.4 4 a18-133851ex99d4.htm EX-99.4 Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The unaudited pro forma condensed combined financial information presented below is based on, and should be read in conjunction with (i) Celgene Corporation’s (“Celgene,” “we,” “our,” “us,” or the “Company”) historical consolidated financial statements, and the related notes thereto, inc |
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| May 18, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| May 4, 2018 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 4, 2018 |
Exhibit 99.1 Contacts: Investors: Media: Patrick E. Flanigan III Brian P. Gill Corporate Vice President Vice President Investor Relations Corporate Communications (908) 673-9969 (908) 673-9530 CELGENE REPORTS FIRST QUARTER 2018 OPERATING AND FINANCIAL RESULTS – Q1:18 total net product sales of $3,531 million increased 20% Y/Y – Raising full-year 2018 revenue guidance to high end of previous range |
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| May 4, 2018 |
CELG / Celgene Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34912 CELG |
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| April 30, 2018 |
Exhibit 10.1 U.S. $2,000,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 25, 2018 Among CELGENE CORPORATION as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITIBANK, N.A. as Administrative Agent and JPMORGAN CHASE BANK, N.A. as Syndication Agents BANK OF AMERICA, N.A., BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC., GOLD |
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| April 30, 2018 |
8-K 1 tv4825818-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2018 Celgene Corporation (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of |
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| April 30, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| April 30, 2018 |
CELG / Celgene Corp. DEFINITIVE PROXY STATEMENT TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 19, 2018 |
EX-99.1 2 tv491391ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CELGENE CORPORATION ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS Gilla Kaplan, Ph.D., retiring from Board of Directors after 20 years of service US health insurance expert Patricia Hemingway Hall elected to Board of Directors Juno Therapeutics co-founder and former CEO Hans Bishop elected to Board of Directors SUMMIT, NJ, April 19, 2018 – Celge |
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| April 19, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| April 2, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| April 2, 2018 |
CELGENE CORPORATION ANNOUNCES DEPARTURE OF PRESIDENT AND CHIEF OPERATING OFFICER SCOTT A. SMITH EX-99.1 2 tv490165ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CELGENE CORPORATION ANNOUNCES DEPARTURE OF PRESIDENT AND CHIEF OPERATING OFFICER SCOTT A. SMITH SUMMIT, NJ, April 2, 2018 – Celgene Corporation (NASDAQ: CELG) today announced that Scott A. Smith, President and Chief Operating Officer, is leaving the company effective immediately. His primary responsibilities will be assumed by Chairman and Chi |
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| March 6, 2018 |
Exhibit 99.1 CELGENE CORPORATION 2014 EQUITY INCENTIVE PLAN (F/K/A JUNO THERAPEUTICS, INC. 2014 EQUITY INCENTIVE PLAN) 1. Purposes of the Plan. The purposes of this Plan are: · to attract and retain the best available personnel for positions of substantial responsibility, · to provide additional incentive to Employees, Directors and Consultants, and · to promote the success of the Company’s busine |
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| March 6, 2018 |
As filed with the Securities and Exchange Commission on March 6, 2018 Registration No. |
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| March 6, 2018 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2018 Celgene Corporation (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission File |
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| March 6, 2018 |
Exhibit 99.2 CELGENE COMPLETES ACQUISITION OF JUNO THERAPEUTICS, INC., ADVANCING GLOBAL LEADERSHIP IN CELLULAR IMMUNOTHERAPY Advances Strategy to Become a Leader in Global Cellular Immunotherapy Immediately Adds Late-Stage Therapy JCAR017, an Expected Growth Driver From 2020 and Beyond with Potential Global Peak Sales of Approximately $3B SUMMIT, NJ – (March 6, 2018) – Celgene Corporation (NASDAQ: |
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| March 5, 2018 |
EX-99.(A)(5)(L) 2 tv487641ex99-a5l.htm EXHIBIT (A)(5)(L) Exhibit (a)(5)(L) CELGENE ANNOUNCES EXPIRATION OF CASH TENDER OFFER FOR SHARES OF JUNO THERAPEUTICS, INC. SUMMIT, NJ – (March 5, 2018) – Celgene Corporation (NASDAQ:CELG) today announced that its tender offer to purchase any and all issued and outstanding shares of common stock of Juno Therapeutics, Inc. at a price of $87.00 per share, net t |
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| March 5, 2018 |
CELG / Celgene Corp. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 4) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNO THERAPEUTICS, INC. (Name of Subject Company (Issuer)) BLUE MAGPIE CORPORATION (Offeror) A Wholly-Owned Subsidiary of CELGENE CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying s |
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| March 5, 2018 |
JUNO / Juno Therapeutics, Inc. / CELGENE CORP /DE/ - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 4) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNO THERAPEUTICS, INC. (Name of Subject Company (Issuer)) BLUE MAGPIE CORPORATION (Offeror) A Wholly-Owned Subsidiary of CELGENE CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying s |
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| February 27, 2018 |
EX-99.1 2 tv487291ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Celgene PROVIDES Regulatory update on Ozanimod for the Treatment of RELAPSING Multiple Sclerosis Conference call scheduled for today at 5:30 p.m. ET SUMMIT, N.J. – (February 27, 2018) – Celgene Corporation (NASDAQ:CELG) today announced that it has received a Refusal to File letter from the United States Food and Drug Administration (FDA) regar |
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| February 27, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission F |
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| February 22, 2018 |
CELG / Celgene Corp. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 3) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNO THERAPEUTICS, INC. (Name of Subject Company (Issuer)) BLUE MAGPIE CORPORATION (Offeror) A Wholly-Owned Subsidiary of CELGENE CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying s |
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| February 22, 2018 |
JUNO / Juno Therapeutics, Inc. / CELGENE CORP /DE/ - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 3) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNO THERAPEUTICS, INC. (Name of Subject Company (Issuer)) BLUE MAGPIE CORPORATION (Offeror) A Wholly-Owned Subsidiary of CELGENE CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying s |
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| February 21, 2018 |
CELGENE RECEIVES ANTITRUST CLEARANCE FOR JUNO ACQUISITION EX-99.(A)(5)(K) 2 tv486573ex99-a5k.htm EXHIBIT (A)(5)(K) Exhibit (a)(5)(K) CELGENE RECEIVES ANTITRUST CLEARANCE FOR JUNO ACQUISITION SUMMIT, NJ – (February 21, 2018) – Celgene Corporation (NASDAQ:CELG) today announced that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR") with respect to the previously announced tender offer by Celgene’s wholly ow |
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| February 21, 2018 |
CELG / Celgene Corp. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNO THERAPEUTICS, INC. (Name of Subject Company (Issuer)) BLUE MAGPIE CORPORATION (Offeror) A Wholly-Owned Subsidiary of CELGENE CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying s |
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| February 21, 2018 |
JUNO / Juno Therapeutics, Inc. / CELGENE CORP /DE/ - SC 13D/A Activist Investment SC 13D/A 1 tv486593sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNO THERAPEUTICS, INC. (Name of Subject Company (Issuer)) BLUE MAGPIE CORPORATION (Offeror) A Wholly-Owned Subsidiary of CELGENE CORPORATION (Parent of Offeror) |
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| February 21, 2018 |
CELGENE RECEIVES ANTITRUST CLEARANCE FOR JUNO ACQUISITION EX-99.(A)(5)(K) 2 tv486593ex99-a5k.htm EXHIBIT (A)(5)(K) Exhibit (a)(5)(K) CELGENE RECEIVES ANTITRUST CLEARANCE FOR JUNO ACQUISITION SUMMIT, NJ – (February 21, 2018) – Celgene Corporation (NASDAQ:CELG) today announced that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR") with respect to the previously announced tender offer by Celgene’s wholly ow |
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| February 20, 2018 |
Exhibit 4.1 CELGENE CORPORATION, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee INDENTURE Dated as of February 20, 2018 CROSS-REFERENCE TABLE TIA Section Indenture Section 310 (a)(1) 8.9 (a)(2) 8.9 (a)(3) N/A (a)(4) N/A (a)(5) 8.9 (b) 8.8; 8.9 (c) N/A 311 (a) 8.13 (b) 8.13 (c) N/A 312 (a) 9.1 (b) 9.2 (c) 9.2 313 (a) 9.3 (b)(1) 9.3 (b)(2) 9.3 (c) 9.3 (d) 9.3 314 (a) 9.4 |
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| February 20, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission F |
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| February 20, 2018 |
Form of 4.550% Senior Note due 2048 Exhibit 4.5 Form of 4.550% Senior Note due 2048 GLOBAL SECURITY THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE IN |
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| February 20, 2018 |
Form of 3.250% Senior Note due 2023 Exhibit 4.3 Form of 3.250% Senior Note due 2023 GLOBAL SECURITY THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE IN |
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| February 20, 2018 |
Form of 3.900% Senior Note due 2028 Exhibit 4.4 Form of 3.900% Senior Note due 2028 GLOBAL SECURITY THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE IN |
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| February 20, 2018 |
Form of 2.875% Senior Note due 2021 Exhibit 4.2 Form of 2.875% Senior Note due 2021 GLOBAL SECURITY THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE IN |
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| February 15, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission F |
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| February 15, 2018 |
CELGENE CORPORATION ELECTS JOHN WEILAND TO ITS BOARD OF DIRECTORS Exhibit 99.1 CELGENE CORPORATION ELECTS JOHN WEILAND TO ITS BOARD OF DIRECTORS SUMMIT, NJ, February 15, 2018 ? Celgene Corporation (NASDAQ: CELG) today announced the election of John Weiland to its Board of Directors. Mr. Weiland has over 30 years in the healthcare industry and was most recently the President and Chief Operating Officer of C. R. Bard, Inc. (Bard), with worldwide responsibility for |
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| February 14, 2018 |
CELG / Celgene Corp. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNO THERAPEUTICS, INC. (Name of Subject Company (Issuer)) BLUE MAGPIE CORPORATION (Offeror) A Wholly-Owned Subsidiary of CELGENE CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying s |
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| February 14, 2018 |
JUNO / Juno Therapeutics, Inc. / CELGENE CORP /DE/ - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNO THERAPEUTICS, INC. (Name of Subject Company (Issuer)) BLUE MAGPIE CORPORATION (Offeror) A Wholly-Owned Subsidiary of CELGENE CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying s |
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| February 14, 2018 |
CELGENE ANNOUNCES ADDITIONAL $5 BILLION SHARE REPURCHASE AUTHORIZATION Exhibit 99.1 CELGENE ANNOUNCES ADDITIONAL $5 BILLION SHARE REPURCHASE AUTHORIZATION SUMMIT, NJ ? (February 14, 2018) ? Celgene Corporation (NASDAQ: CELG) today announced the Company's Board of Directors authorized the repurchase of an additional $5 billion of the Company's common stock. This open-ended program is effective immediately. Purchases may be made in the open market or in privately negot |
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| February 14, 2018 |
Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299 February 14, 2018 VIA EDGAR U. |
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| February 14, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission F |
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| February 9, 2018 |
CALCULATION OF REGISTRATION FEE TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration File No. 333-214279 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to Be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 2.875% Senior Notes due 2021 $ 500,000,000 99.954% $ 499,770,000 $ 62,221.37 3.250% Senior No |
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| February 9, 2018 |
CELGENE PRICES $4.5 BILLION OF SENIOR UNSECURED NOTES EX-99.1 3 tv485076ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Peter N. Kellogg Patrick E. Flanigan III EVP, Chief Financial Officer VP, Investor Relations Celgene Corporation Celgene Corporation (908) 673-9811 (908) 673-9969 CELGENE PRICES $4.5 BILLION OF SENIOR UNSECURED NOTES SUMMIT, NJ – (February 9, 2018) – Celgene Corporation (NASDAQ: CELG) today announced the successful pricing of four ser |
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| February 9, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2018 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34912 22-2711928 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 9, 2018 |
EX-1.1 2 tv485076ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION VERSION CELGENE CORPORATION $500,000,000 2.875% SENIOR NOTES DUE 2021 $1,000,000,000 3.250% SENIOR NOTES DUE 2023 $1,500,000,000 3.900% SENIOR NOTES DUE 2028 $1,500,000,000 4.550% SENIOR NOTES DUE 2048 UNDERWRITING AGREEMENT February 8, 2018 February 8, 2018 To the Managers named in Schedule I hereto for the Underwriters named in Schedul |
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| February 8, 2018 |
Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-214279 February 8, 2018 Celgene Corporation Pricing Term Sheet February 8, 2018 $500,000,000 2.875% Senior Notes due 2021 $1,000,000,000 3.250% Senior Notes due 2023 $1,500,000,000 3.900% Senior Notes due 2028 $1,500,000,000 4.550% Senior Notes due 2048 Issuer: Celgene Corporation Expected Ratings (Moody?s / S&P)*: Baa2 |
