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UPDATED: BMS completes Celgene merger after FTC okay

Approval comes over ten months after acquisition announcement

Celgene building logo

After US regulators finally gave their blessing for Bristol-Myers Squibb's $74bn takeover of Celgene, the acquisition was finally completed on 20 November. 

The completed acquisition comes more than ten months after BMS and Celgene first broke the news of the planned merger, and several months after an attempt to scupper the deal by disgruntled investors was defeated.

The completed acquisition creates a combined company with annual revenues in excess of $34bn, making it the sector’s fourth biggest firm behind Pfizer, Novartis and Roche.

“This is an exciting day for Bristol-Myers Squibb as we bring together the leading science, innovative medicines and incredible talent of Bristol-Myers Squibb and Celgene to create a leading biopharma company,” said Giovanni Caforio, chief executive officer of BMS.

"With our leading franchises in oncology, haematology, immunology and cardiovascular disease, and one of the most diverse and promising pipelines in the industry, I know we will deliver on our vision of transforming patients’ lives through science," he added.

To get it over the line, Celgene agreed to divest its big-selling psoriasis drug Otezla (apremilast), which made around $1.6bn in sales last year, after the FTC said its overlap with BMS’ TYK2 inhibitor BMS-986165 could give the combined company an overly-dominant position in the market.

Amgen eventually bought the brand in a $13.4bn deal in August, which analysts said was a princely sum and suggested a bidding war had taken place. According to the FTC, the divestment was the largest ever required by the regulator 'in a merger enforcement matter'.

“BMS has a pipeline product under development that is considered the most advanced oral treatment for moderate-to-severe psoriasis,” said the agency in a statement, adding: “BMS’s pipeline product will likely be the next entrant into the market and would compete directly with Otezla.”

The divestment to Amgen has to complete within ten days of the merger closing, said the FTC. If the regulator decides that Amgen is no longer a suitable acquirer – which seems unfeasible – it can force BMS/Celgene to seek another FTC-approved buyer within six months.

Otezla slots nicely into Amgen’s existing psoriasis and anti-inflammatory portfolio, which includes TNF inhibitor Enbrel (etanercept) and Amgevita, its biosimilar of AbbVie’s top-selling TNF blocker Humira (adalimumab).

Amgevita is approved and already available in Europe and approved ahead of a likely US launch in 2023, when AbbVie’s patent protection on Humira runs out.

BMS said it expects the Otezla divestiture to be completed 'promptly' following the closing of the merger. It has previously indicated that it will use the Otezla cash to pay off its debts faster, and to increase a planned post-merger share re-purchase from $5bn to $7bn.

Article by
Phil Taylor

18th November 2019

From: Regulatory



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