Bristol-Myers Squibb (BMS) agreed yesterday to acquire another US-listed pharmaceutical company with corporate venturing assets, Celgene, in a cash-and-share deal that will create a $74bn firm.
BMS will take 69% of the combined company’s shares while Celgene will get the remaining 31%, with the transaction expected to close in March this year.
The deal is expected to create a firm with a particularly strong presence in oncology, haematology, cardiovascular activities, immunology and inflammation, but it is so far unclear what its plans would be for strategic investments.
BMS has not been among the most active pharmaceutical investors but it has built a portfolio that includes cancer and fibrosis drug developer Galecto Biotech, bacteria-based medicine developer Vedanta Biosciences and the urology-focused Taris Biomedical.
The firm has however been a relatively eager buyer, paying nine-figure amounts to acquire corporate-backed companies including IFM Therapeutics, Padlock Therapeutics, iPierian and Flexus Biosciences – the latter backed by Celgene – in recent years.
Celgene has also made some big acquisitions but it has a far larger range of investments, having backed substantial rounds for the likes of oncology therapy developers Antengene, and Sutro Biopharma, and messenger RNA startup Gotham Therapeutics in recent months.
Neither firm has a dedicated corporate venturing unit, but it is not inconceivable they could follow peers such as Novo, Roche, Johnson & Johnson and both Mercks by establishing a formalised vehicle once the transaction has closed.
Morgan Stanley was lead financial advisor for BMS working alongside fellow financial adviser Evercore and Dyal, while Kirkland & Ellis was legal counsel. JP Morgan Securities was Celgene’s lead financial advisor ahead of Citi, and Wachtell, Lipton, Rosen & Katz provided legal counsel.
