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 incorporation)	(Commission File Number)	(IRS Employer Identification No.)
86 Morris Avenue, Summit, New Jersey		07901
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (908) 673-9000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On January 3, 2019, Celgene Corporation (“Celgene”) and Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) issued a joint press release announcing their entry into an agreement and plan of merger, by and among Celgene, Bristol-Myers Squibb and Burgundy Merger Sub, Inc., a wholly owned subsidiary of Bristol-Myers Squibb. On January 3, 2019, Celgene and Bristol-Myers Squibb each published a joint investor presentation on their respective websites. A copy of the joint press release is attached as Exhibit 99.1 to this report and incorporated herein by reference. A copy of the joint investor presentation is attached as Exhibit 99.2 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Joint press release, dated as of January 3, 2019.
99.2	Joint investor presentation, dated as of January 3, 2019

Important Information For Investors And Stockholders

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 requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

In connection with the proposed transaction between Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) and Celgene Corporation (“Celgene”), Bristol-Myers Squibb and Celgene will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a Bristol-Myers Squibb registration statement on Form S-4 that will include a joint proxy statement of Bristol-Myers Squibb and Celgene that also constitutes a prospectus of Bristol-Myers Squibb, and a definitive joint proxy statement/prospectus will be mailed to stockholders of Bristol-Myers Squibb and Celgene. INVESTORS AND SECURITY HOLDERS OF Bristol-Myers Squibb AND Celgene ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by Bristol-Myers Squibb or Celgene through the website maintained by the SEC at http://www.sec.gov.  Copies of the documents filed with the SEC by Bristol-Myers Squibb will be available free of charge on Bristol-Myers Squibb’s internet website at http://www.bms.com under the tab, “Investors” and under the heading “Financial Reporting” and subheading “SEC Filings” or by contacting Bristol-Myers Squibb’s Investor Relations Department through https://www.bms.com/investors/investor-contacts.html.  Copies of the documents filed with the SEC by Celgene will be available free of charge on Celgene’s internet website at http://www.celgene.com under the tab “Investors” and under the heading “Financial Information” and subheading “SEC Filings” or by contacting Celgene’s Investor Relations Department at ir@celgene.com.

Certain Information Regarding Participants

Bristol-Myers Squibb, Celgene, and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction.  Information about the directors and executive officers of Bristol-Myers Squibb is set forth in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 13, 2018, its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on March 22, 2018, and its Current Report on Form 8-K, which was filed with the SEC on August 28, 2018. Information about the directors and executive officers of Celgene is set forth in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 7, 2018, its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on April 30, 2018, and its Current Reports on Form 8-K, which were filed with the SEC on June 1, 2018, June 19, 2018 and November 2, 2018. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov and from Investor Relations at Bristol-Myers Squibb or Celgene as described above.

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Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology.  These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Bristol-Myers Squibb’s and Celgene’s control.

Statements in this communication regarding Bristol-Myers Squibb, Celgene and the combined company that are forward-looking, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on Bristol-Myers Squibb’s and Celgene’s business and future financial and operating results, the amount and timing of synergies from the proposed transaction, the terms and scope of the expected financing for the proposed transaction, the aggregate amount of indebtedness of the combined company following the closing of the proposed transaction, expectations regarding cash flow generation, accretion to non-GAAP earnings per share, capital structure, debt repayment, adjusted leverage ratio and credit ratings following the closing of the proposed transaction, Bristol-Myers Squibb’s ability and intent to conduct a share repurchase program and declare future dividend payments, the combined company’s pipeline, intellectual property protection and R&D spend, the timing and probability of a payment pursuant to the contingent value right consideration, and the closing date for the proposed transaction, are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond Bristol-Myers Squibb’s and Celgene’s control. These factors include, among other things, effects of the continuing implementation of governmental laws and regulations related to Medicare, Medicaid, Medicaid managed care organizations and entities under the Public Health Service 340B program, pharmaceutical rebates and reimbursement, market factors, competitive product development and approvals, pricing controls and pressures (including changes in rules and practices of managed care groups and institutional and governmental purchasers), economic conditions such as interest rate and currency exchange rate fluctuations, judicial decisions, claims and concerns that may arise regarding the safety and efficacy of in-line products and product candidates, changes to wholesaler inventory levels, variability in data provided by third parties, changes in, and interpretation of, governmental regulations and legislation affecting domestic or foreign operations, including tax obligations, changes to business or tax planning strategies, difficulties and delays in product development, manufacturing or sales including any potential future recalls, patent positions and the ultimate outcome of any litigation matter. These factors also include the combined company’s ability to execute successfully its strategic plans, including its business development strategy, the expiration of patents or data protection on certain products, including assumptions about the combined company’s ability to retain patent exclusivity of certain products, the impact and result of governmental investigations, the combined company’s ability to obtain necessary regulatory approvals or obtaining these without delay, the risk that the combined company’s products prove to be commercially successful or that contractual milestones will be achieved. Similarly, there are uncertainties relating to a number of other important factors, including: results of clinical trials and preclinical studies, including subsequent analysis of existing data and new data received from ongoing and future studies; the content and timing of decisions made by the U.S. FDA and other regulatory authorities, investigational review boards at clinical trial sites and publication review bodies; the ability to enroll patients in planned clinical trials; unplanned cash requirements and expenditures; competitive factors; the ability to obtain, maintain and enforce patent and other intellectual property protection for any product candidates; the ability to maintain key collaborations; and general economic and market conditions. Additional information concerning these risks, uncertainties and assumptions can be found in Bristol-Myers Squibb’s and Celgene’s respective filings with the SEC, including the risk factors discussed in Bristol-Myers Squibb’s and Celgene’s most recent Annual Reports on Form 10-K, as updated by their Quarterly Reports on Form 10-Q and future filings with the SEC.

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It should also be noted that projected financial information for the combined businesses of Bristol-Myers Squibb and Celgene is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of Bristol-Myers Squibb or Celgene. Important risk factors could cause actual future results and other future events to differ materially from those currently estimated by management, including, but not limited to, the risks that: a condition to the closing of the proposed acquisition may not be satisfied; a regulatory approval that may be required for the proposed acquisition is delayed, is not obtained or is obtained subject to conditions that are not anticipated; Bristol-Myers Squibb is unable to achieve the synergies and value creation contemplated by the proposed acquisition; Bristol-Myers Squibb is unable to promptly and effectively integrate Celgene’s businesses; management’s time and attention is diverted on transaction related issues; disruption from the transaction makes it more difficult to maintain business, contractual and operational relationships; the credit ratings of the combined company declines following the proposed acquisition; legal proceedings are instituted against Bristol-Myers Squibb, Celgene or the combined company; Bristol-Myers Squibb, Celgene or the combined company is unable to retain key personnel; and the announcement or the consummation of the proposed acquisition has a negative effect on the market price of the capital stock of Bristol-Myers Squibb and Celgene or on Bristol-Myers Squibb’s and Celgene’s operating results.

No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of operations, financial condition or cash flows of Bristol-Myers Squibb or Celgene. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the proposed transaction and/or Bristol-Myers Squibb or Celgene, Bristol-Myers Squibb’s ability to successfully complete the proposed transaction and/or realize the expected benefits from the proposed transaction. You are cautioned not to rely on Bristol-Myers Squibb’s and Celgene’s forward-looking statements. These forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Neither Bristol-Myers Squibb nor Celgene assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CELGENE CORPORATION
Date: January 3, 2019	By:	/s/ David V. Elkins
		David V. Elkins
		Executive Vice President
		Chief Financial Officer
		(principal financial and accounting officer)

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EX-99.1

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 Opportunities and Early-Stage Pipeline Position Combined Company for

Sustained Leadership Underpinned by Cutting-Edge Technologies and Discovery Platforms

·      Strong Combined Cash Flows, Enhanced Margins and EPS Accretion of Greater Than 40% in First

Full Year

·      Approximately $2.5 Billion of Expected Run-Rate Cost Synergies to Be Achieved by 2022

NEW YORK & SUMMIT, N.J., January 3, 2019 – Bristol-Myers Squibb Company (NYSE:BMY) and Celgene Corporation (NASDAQ:CELG) today announced that they have entered into a definitive merger agreement under which Bristol-Myers Squibb will acquire Celgene in a cash and stock transaction with an equity value of approximately $74 billion. Under the terms of the agreement, Celgene shareholders will receive 1.0 Bristol-Myers Squibb share and $50.00 in cash for each share of Celgene. Celgene shareholders will also receive one tradeable Contingent Value Right (CVR) for each share of Celgene, which will entitle the holder to receive a payment for the achievement of future regulatory milestones. The Boards of Directors of both companies have approved the combination.

The transaction will create a leading focused specialty biopharma company well positioned to address the needs of patients with cancer, inflammatory and immunologic disease and cardiovascular disease through high-value innovative medicines and leading scientific capabilities. With complementary areas of focus, the combined company will operate with global reach and scale, maintaining the speed and agility that is core to each company’s strategic approach.

Based on the closing price of Bristol-Myers Squibb stock of $52.43 on January 2, 2019, the cash and stock consideration to be received by Celgene shareholders at closing is valued at $102.43 per Celgene share and one CVR (as described below). When completed, Bristol-Myers Squibb shareholders are expected to own approximately 69 percent of the company, and Celgene shareholders are expected to own approximately 31 percent.

“Together with Celgene, we are creating an innovative biopharma leader, with leading franchises and a deep and broad pipeline that will drive sustainable growth and deliver new options for patients across a range of serious diseases,” said Giovanni Caforio, M.D., Chairman and Chief Executive Officer of Bristol-Myers Squibb. “As a combined entity, we will enhance our leadership positions across our portfolio, including in cancer and immunology and inflammation. We will also benefit from an expanded early- and late-stage pipeline that includes six expected near-term product launches. Together, our pipeline holds significant promise for patients, allowing us to accelerate new options through a broader range of cutting-edge technologies and discovery platforms.”

Exhibit 99.1

Dr. Caforio continued, “We are impressed by what Celgene has accomplished for patients, and we look forward to welcoming Celgene employees to Bristol-Myers Squibb. Our new company will continue the strong patient focus that is core to both companies’ missions, creating a shared organization with a goal of discovering, developing and delivering innovative medicines for patients with serious diseases. We are confident we will drive value for shareholders and create opportunities for employees.”

“For more than 30 years, Celgene’s commitment to leading innovation has allowed us to deliver life-changing treatments to patients in areas of high unmet need. Combining with Bristol-Myers Squibb, we are delivering immediate and substantial value to Celgene shareholders and providing them meaningful participation in the long-term growth opportunities created by the combined company,” said Mark Alles, Chairman and Chief Executive Officer of Celgene. “Our employees should be incredibly proud of what we have accomplished together and excited for the opportunities ahead of us as we join with Bristol-Myers Squibb, where we can further advance our mission for patients. We look forward to working with the Bristol-Myers Squibb team as we bring our two companies together.”

Compelling Strategic Benefits

· Leading franchises with complementary product portfolios provide enhanced scale and balance. The combination creates:

o Leading oncology franchises in both solid tumors and hematologic malignancies led by Opdivo and Yervoy as well as Revlimid and Pomalyst;

o A top five immunology and inflammation franchise led by Orencia and Otezla; and

o The #1 cardiovascular franchise led by Eliquis.

The combined company will have nine products with more than $1 billion in annual sales and significant potential for growth in the core disease areas of oncology, immunology and inflammation and cardiovascular disease.

· Near-term launch opportunities representing greater than $15 billion in revenue potential. The combined company will have six expected near-term product launches:

o Two in immunology and inflammation, TYK2 and ozanimod; and

o Four in hematology, luspatercept, liso-cel (JCAR017), bb2121 and fedratinib.

These launches leverage the combined commercial capabilities of the two companies and will broaden and enhance Bristol-Myers Squibb’s market position with innovative and differentiated products. This is in addition to a significant number of lifecycle management registrational readouts expected in Immuno-Oncology (IO).

· Early-stage pipeline builds sustainable platform for growth. The combined company will have a deep and diverse early-stage pipeline across solid tumors and hematologic malignancies, immunology and inflammation, cardiovascular disease and fibrotic disease leveraging combined strengths in innovation. The early-stage pipeline includes 50 high potential assets, many with important data readouts in the near-term. With a significantly enhanced early-stage pipeline, Bristol-Myers Squibb will be well positioned for long-term growth and significant value creation.

· Powerful combined discovery capabilities with world-class expertise in a broad range of modalities. Together, the Company will have expanded innovation capabilities in small molecule design, biologics/synthetic biologics, protein homeostasis, antibody engineering and cell therapy. Furthermore, strong external partnerships provide access to additional modalities.

Exhibit 99.1

Compelling Financial Benefits

· Strong returns and significant immediate EPS accretion. The transaction’s internal rate of return is expected to be well in excess of Celgene’s and Bristol-Myers Squibb’s cost of capital. The combination is expected to be more than 40 percent accretive to Bristol-Myers Squibb’s EPS on a standalone basis in the first full year following close of the transaction.

· Strong balance sheet and cash flow generation to enable significant investment in innovation. With more than $45 billion of expected free cash flow generation over the first three full years post-closing, the Company is committed to maintaining strong investment grade credit ratings while continuing its dividend policy for the benefit of Bristol-Myers Squibb and Celgene shareholders. Bristol-Myers Squibb will also have significant financial flexibility to realize the full potential of the enhanced late- and early-stage pipeline.

· Meaningful cost synergies. Bristol-Myers Squibb expects to realize run-rate cost synergies of approximately $2.5 billion by 2022. Bristol-Myers Squibb is confident it will achieve efficiencies across the organization while maintaining a strong, core commitment to innovation and delivering the value of the portfolio.

Terms and Financing

Based on the closing price of Bristol-Myers Squibb stock on January 2, 2019, the cash and stock consideration to be received by Celgene shareholders is valued at $102.43 per share. The cash and stock consideration represents an approximately 51 percent premium to Celgene shareholders based on the 30-day volume weighted average closing stock price of Celgene prior to signing and an approximately 54 percent premium to Celgene shareholders based on the closing stock price of Celgene on January 2, 2019. Each share also will receive one tradeable CVR, which will entitle its holder to receive a one-time potential payment of $9.00 in cash upon FDA approval of all three of ozanimod (by December 31, 2020), liso-cel (JCAR017) (by December 31, 2020) and bb2121 (by March 31, 2021), in each case for a specified indication.

The transaction is not subject to a financing condition. The cash portion will be funded through a combination of cash on hand and debt financing. Bristol-Myers Squibb has obtained fully committed debt financing from Morgan Stanley Senior Funding, Inc. and MUFG Bank, Ltd. Following the close of the transaction, Bristol-Myers Squibb expects that substantially all of the debt of the combined company will be pari passu.

Accelerated Share Repurchase Program

Bristol-Myers Squibb expects to execute an accelerated share repurchase program of up to approximately $5 billion, subject to the closing of the transaction, market conditions and Board approval.

Corporate Governance

Following the close of the transaction, Dr. Caforio will continue to serve as Chairman of the Board and Chief Executive Officer of the company. Two members from Celgene’s Board will be added to the Board of Directors of Bristol-Myers Squibb. The combined company will continue to have a strong presence throughout New Jersey.

Exhibit 99.1

Approvals and Timing to Close

The transaction is subject to approval by Bristol-Myers Squibb and Celgene shareholders and the satisfaction of customary closing conditions and regulatory approvals. Bristol-Myers Squibb and Celgene expect to complete the transaction in the third quarter of 2019.

Advisors

Morgan Stanley & Co. LLC is serving as lead financial advisor to Bristol-Myers Squibb, and Evercore and Dyal Co. LLC are serving as financial advisors to Bristol-Myers Squibb. Kirkland & Ellis LLP is serving as Bristol-Myers Squibb’s legal counsel. J.P. Morgan Securities LLC is serving as lead financial advisor and Citi is acting as financial advisor to Celgene. Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Celgene.

Bristol-Myers Squibb 2019 EPS Guidance

In a separate press release issued today, Bristol-Myers Squibb announced its 2019 EPS guidance for full-year 2019, which is available on the “Investor Relations” section of the Bristol-Myers Squibb website at https://www.bms.com/investors.html.

Conference Call

Bristol-Myers Squibb and Celgene will host a conference call today, at 8:00 a.m. ET to discuss the transaction. The conference call can be accessed by dialing (800) 347-6311 (U.S. / Canada) or (786) 460-7199 (International) and giving the passcode 4935567. A replay of the call will be available from January 3, 2019 until January 17, 2019 by dialing (888) 203-1112 (U.S. / Canada) or (719) 457-0820 (International) and giving the passcode 4935567.

A live webcast of the conference call will be available on the investor relations section of each company’s website at Bristol-Myers Squibb https://www.bms.com/investors.html and Celgene https://ir.celgene.com/investors/default.aspx.

Presentation and Infographic

Associated presentation materials and an infographic regarding the transaction will be available on the investor relations section of each company’s website at Bristol-Myers Squibb https://www.bms.com/investors.html and Celgene https://ir.celgene.com/investors/default.aspx as well as a joint transaction website at www.bestofbiopharma.com.

About Bristol-Myers Squibb

Bristol-Myers Squibb is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. For more information about Bristol-Myers Squibb, visit us at BMS.com or follow us on LinkedIn, Twitter, YouTube and Facebook.

About Celgene

Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of cancer and inflammatory diseases through next-generation solutions in protein homeostasis, immuno-oncology, epigenetics, immunology and neuro-inflammation. For more information, please visit www.celgene.com. Follow Celgene on Social Media: @Celgene, Pinterest, LinkedIn, Facebook and YouTube

Important Information For Investors And Stockholders

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 requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Exhibit 99.1

In connection with the proposed transaction between Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) and Celgene Corporation (“Celgene”), Bristol-Myers Squibb and Celgene will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a Bristol-Myers Squibb registration statement on Form S-4 that will include a joint proxy statement of Bristol-Myers Squibb and Celgene that also constitutes a prospectus of Bristol-Myers Squibb, and a definitive joint proxy statement/prospectus will be mailed to stockholders of Bristol-Myers Squibb and Celgene. INVESTORS AND SECURITY HOLDERS OF BRISTOL-MYERS SQUIBB AND CELGENE ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by Bristol-Myers Squibb or Celgene through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Bristol-Myers Squibb will be available free of charge on Bristol-Myers Squibb’s internet website at https://www.bms.com/ under the tab, “Investors” and under the heading “Financial Reporting” and subheading “SEC Filings” or by contacting Bristol-Myers Squibb’s Investor Relations Department through https://www.bms.com/investors/investor-contacts.html. Copies of the documents filed with the SEC by Celgene will be available free of charge on Celgene’s internet website at https://www.celgene.com/ under the tab “Investors” and under the heading “Financial Information” and subheading “SEC Filings” or by contacting Celgene’s Investor Relations Department at ir@celgene.com.

Certain Information Regarding Participants

Bristol-Myers Squibb, Celgene, and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Bristol-Myers Squibb is set forth in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 13, 2018, its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on March 22, 2018, and its Current Report on Form 8-K, which was filed with the SEC on August 28, 2018. Information about the directors and executive officers of Celgene is set forth in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 7, 2018, its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on April 30, 2018, and its Current Reports on Form 8-K, which were filed with the SEC on June 1, 2018, June 19, 2018 and November 2, 2018. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov and from Investor Relations at Bristol-Myers Squibb or Celgene as described above.

Exhibit 99.1

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Bristol-Myers Squibb’s and Celgene’s control. Statements in this communication regarding Bristol-Myers Squibb, Celgene and the combined company that are forward-looking, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on Bristol-Myers Squibb’s and Celgene’s business and future financial and operating results, the amount and timing of synergies from the proposed transaction, the terms and scope of the expected financing for the proposed transaction, the aggregate amount of indebtedness of the combined company following the closing of the proposed transaction, expectations regarding cash flow generation, accretion to non-GAAP earnings per share, capital structure, debt repayment, adjusted leverage ratio and credit ratings following the closing of the proposed transaction, Bristol-Myers Squibb’s ability and intent to conduct a share repurchase program and declare future dividend payments, the combined company’s pipeline, intellectual property protection and R&D spend, the timing and probability of a payment pursuant to the contingent value right consideration, and the closing date for the proposed transaction, are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond Bristol-Myers Squibb’s and Celgene’s control. These factors include, among other things, effects of the continuing implementation of governmental laws and regulations related to Medicare, Medicaid, Medicaid managed care organizations and entities under the Public Health Service 340B program, pharmaceutical rebates and reimbursement, market factors, competitive product development and approvals, pricing controls and pressures (including changes in rules and practices of managed care groups and institutional and governmental purchasers), economic conditions such as interest rate and currency exchange rate fluctuations, judicial decisions, claims and concerns that may arise regarding the safety and efficacy of in-line products and product candidates, changes to wholesaler inventory levels, variability in data provided by third parties, changes in, and interpretation of, governmental regulations and legislation affecting domestic or foreign operations, including tax obligations, changes to business or tax planning strategies, difficulties and delays in product development, manufacturing or sales including any potential future recalls, patent positions and the ultimate outcome of any litigation matter. These factors also include the combined company’s ability to execute successfully its strategic plans, including its business development strategy, the expiration of patents or data protection on certain products, including assumptions about the combined company’s ability to retain patent exclusivity of certain products, the impact and result of governmental investigations, the combined company’s ability to obtain necessary regulatory approvals or obtaining these without delay, the risk that the combined company’s products prove to be commercially successful or that contractual milestones will be achieved. Similarly, there are uncertainties relating to a number of other important factors, including: results of clinical trials and preclinical studies, including subsequent analysis of existing data and new data received from ongoing and future studies; the content and timing of decisions made by the U.S. FDA and other regulatory authorities, investigational review boards at clinical trial sites and publication review bodies; the ability to enroll patients in planned clinical trials; unplanned cash requirements and expenditures; competitive factors; the ability to obtain, maintain and enforce patent and other intellectual property protection for any product candidates; the ability to maintain key collaborations; and general economic and market conditions. Additional information concerning these risks, uncertainties and assumptions can be found in Bristol-Myers Squibb’s and Celgene’s respective filings with the SEC, including the risk factors discussed in Bristol-Myers Squibb’s and Celgene’s most recent Annual Reports on Form 10-K, as updated by their Quarterly Reports on Form 10-Q and future filings with the SEC. It should also be noted that projected financial information for the combined businesses of Bristol-Myers Squibb and Celgene is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of Bristol-Myers Squibb or Celgene. Important risk factors could cause actual future results and other future events to differ materially from those currently estimated by management, including, but not limited to, the risks that: a condition to the closing of the proposed acquisition may not be satisfied; a regulatory approval that may be required for the proposed acquisition is delayed, is not obtained or is obtained subject to conditions that are not anticipated; Bristol-Myers Squibb is unable to achieve the synergies and value creation contemplated by the proposed acquisition; Bristol-Myers Squibb is unable to promptly and effectively integrate Celgene’s businesses; management’s time and attention is diverted on transaction-related issues; disruption from the transaction makes it more difficult to maintain business, contractual and operational relationships; the credit ratings of the combined company declines following the proposed acquisition; legal proceedings are instituted against Bristol-Myers Squibb, Celgene or the combined company; Bristol-Myers Squibb, Celgene or the combined company is unable to retain key personnel; and the announcement or the consummation of the proposed acquisition has a negative effect on the market price of the capital stock of Bristol-Myers Squibb and Celgene or on Bristol-Myers Squibb’s and Celgene’s operating results. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of operations, financial condition or cash flows of Bristol-Myers Squibb or Celgene. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the proposed transaction and/or Bristol-Myers Squibb or Celgene, Bristol-Myers Squibb’s ability to successfully complete the proposed transaction and/or realize the expected benefits from the proposed transaction. You are cautioned not to rely on Bristol-Myers Squibb’s and Celgene’s forward-looking statements. These forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Neither Bristol-Myers Squibb nor Celgene assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.

Exhibit 99.1

Contacts

BRISTOL-MYERS SQUIBB

Media:

Laura Hortas

609-252-4587

laura.hortas@bms.com

Investors:

Tim Power

609-252-7509

timothy.power@bms.com

CELGENE

Investors:

908-673-9628

ir@celgene.com

or

Media:

908-673-2275

media@celgene.com

EX-99.2

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 of a prosp ect us meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. In connection with the proposed transaction between Bristol - Myers Squibb Company (“Bristol - Myers Squibb”) and Celgene Corporation ( “Celgene”), Bristol - Myers Squibb and Celgene will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a Br ist ol - Myers Squibb registration statement on Form S - 4 that will include a joint proxy statement of Bristol - Myers Squibb and Celgene that also constitutes a pros pectus of Bristol - Myers Squibb, and a definitive joint proxy statement/prospectus will be mailed to stockholders of Bristol - Myers Squibb and Celgene. IN VESTORS AND SECURITY HOLDERS OF BRISTOL - MYERS SQUIBB AND CELGENE ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the joint pr oxy statement/prospectus (when available) and other documents filed with the SEC by Bristol - Myers Squibb or Celgene through the website maintained by the SEC a t http://www.sec.gov. Copies of the documents filed with the SEC by Bristol - Myers Squibb will be available free of charge on Bristol - Myers Squibb’s in ternet website at https://www.bms.com/ under the tab, “Investors” and under the heading “Financial Reporting” and subheading “SEC Filings” or b y c ontacting Bristol - Myers Squibb’s Investor Relations Department through https://www.bms.com/investors/investor - contacts.html. Copies of the documents fil ed with the SEC by Celgene will be available free of charge on Celgene’s internet website at https://www.celgene.com/ under the tab “Investors” and under the heading “Financial Information” and subheading “SEC Filings” or by contacting Celgene’s Investor Relations Department at ir@celgene.c om. Certain Information Regarding Participants Bristol - Myers Squibb, Celgene, and their respective directors and executive officers may be considered participants in the solic itation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Bristol - Myers Squibb is set forth in it s Annual Report on Form 10 - K for the year ended December 31, 2017, which was filed with the SEC on February 13, 2018, its proxy statement for its 2018 annual mee ting of stockholders, which was filed with the SEC on March 22, 2018, and its Current Report on Form 8 - K, which was filed with the SEC on August 28, 2 018. Information about the directors and executive officers of Celgene is set forth in its Annual Report on Form 10 - K for the year ended December 31, 2017, which was filed with the SEC on February 7, 2018, its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on April 3 0, 2018, and its Current Reports on Form 8 - K, which were filed with the SEC on June 1, 2018, June 19, 2018 and November 2, 2018. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. You may obt ain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov and from Investor Re lations at Bristol - Myers Squibb or Celgene as described above. Important Information for Investors and Stockholders

3 This communication contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amend ed, and Section 21E of the Securities Exchange Act of 1934, as amended. You can generally identify forward - looking statements by the use of forward - looking terminology such as “anticipate,” “believe,” “contin ue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or compar abl e terminology. These forward - looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Bristol - Myers Squibb’s and Celgene’s control. Statements in this commu nication regarding Bristol - Myers Squibb, Celgene and the combined company that are forward - looking, including projections as to the anticipated benefits of the proposed transaction, the impact of the propose d transaction on Bristol - Myers Squibb’s and Celgene’s business and future financial and operating results, the amount and timing of synergies from the proposed transaction, the terms and scope of the expected fina nci ng for the proposed transaction, the aggregate amount of indebtedness of the combined company following the closing of the proposed transaction, expectations regarding cash flow generation, accretion to no n - GAAP earnings per share, capital structure, debt repayment, adjusted leverage ratio and credit ratings following the closing of the proposed transaction, Bristol - Myers Squibb’s ability and intent to conduct a share repurchase program and declare future dividend payments, the combined company’s pipeline, intellectual property protection and R&D spend, the timing and probability of a payment pursuant to the c ont ingent value right consideration, and the closing date for the proposed transaction, are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties and other factors, ma ny of which are beyond Bristol - Myers Squibb’s and Celgene’s control. These factors include, among other things, effects of the continuing implementation of governmental laws and regulations related to Medicar e, Medicaid, Medicaid managed care organizations and entities under the Public Health Service 340B program, pharmaceutical rebates and reimbursement, market factors, competitive product development and approvals , p ricing controls and pressures (including changes in rules and practices of managed care groups and institutional and governmental purchasers), economic conditions such as interest rate and currency ex cha nge rate fluctuations, judicial decisions, claims and concerns that may arise regarding the safety and efficacy of in - line products and product candidates, changes to wholesaler inventory levels, variabilit y in data provided by third parties, changes in, and interpretation of, governmental regulations and legislation affecting domestic or foreign operations, including tax obligations, changes to business or tax p lan ning strategies, difficulties and delays in product development, manufacturing or sales including any potential future recalls, patent positions and the ultimate outcome of any litigation matter. These factors als o i nclude the combined company’s ability to execute successfully its strategic plans, including its business development strategy, the expiration of patents or data protection on certain products, including assumptions ab out the combined company’s ability to retain patent exclusivity of certain products, the impact and result of governmental investigations, the combined company’s ability to obtain necessary regulatory approvals or obt aining these without delay, the risk that the combined company’s products prove to be commercially successful or that contractual milestones will be achieved. Similarly, there are uncertainties relating to a num ber of other important factors, including: results of clinical trials and preclinical studies, including subsequent analysis of existing data and new data received from ongoing and future studies; the content and timing of decisions made by the U.S. FDA and other regulatory authorities, investigational review boards at clinical trial sites and publication review bodies; the ability to enroll patients in planned clinical trial s; unplanned cash requirements and expenditures; competitive factors; the ability to obtain, maintain and enforce patent and other intellectual property protection for any product candidates; the ability to maintain ke y c ollaborations; and general economic and market conditions. Additional information concerning these risks, uncertainties and assumptions can be found in Bristol - Myers Squibb’s and Celgene’s respective filings wi th the SEC, including the risk factors discussed in Bristol - Myers Squibb’s and Celgene’s most recent Annual Reports on Form 10 - K, as updated by their Quarterly Reports on Form 10 - Q and future filings with the SEC. It should also be noted that projected financial information for the combined businesses of Bristol - Myers Squibb and Celgene is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting requirements of Regulation S - X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflect ed therein. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of Bristol - Myers Squibb or Celgene. Important risk factors could cause actua l future results and other future events to differ materially from those currently estimated by management, including, but not limited to, the risks that: a condition to the closing of the proposed acquisition may not be satisfied; a regulatory approval that may be required for the proposed acquisition is delayed, is not obtained or is obtained subject to conditions that are not anticipated; Bristol - Myers Squibb is unable to achiev e the synergies and value creation contemplated by the proposed acquisition; Bristol - Myers Squibb is unable to promptly and effectively integrate Celgene’s businesses; management’s time and attention is diverted on t ran saction - related issues; disruption from the transaction makes it more difficult to maintain business, contractual and operational relationships; the credit ratings of the combined company declines following t he proposed acquisition; legal proceedings are instituted against Bristol - Myers Squibb, Celgene or the combined company; Bristol - Myers Squibb, Celgene or the combined company is unable to retain key personnel; and th e announcement or the consummation of the proposed acquisition has a negative effect on the market price of the capital stock of Bristol - Myers Squibb and Celgene or on Bristol - Myers Squibb’s and Celgene’s o perating results. No assurances can be given that any of the events anticipated by the forward - looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of ope rations, financial condition or cash flows of Bristol - Myers Squibb or Celgene. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the proposed t ran saction and/or Bristol - Myers Squibb or Celgene, Bristol - Myers Squibb’s ability to successfully complete the proposed transaction and/or realize the expected benefits from the proposed transaction. You are ca uti oned not to rely on Bristol - Myers Squibb’s and Celgene’s forward - looking statements. These forward - looking statements are and will be based upon management’s then - current views and assumptions regarding future eve nts and operating performance, and are applicable only as of the dates of such statements. Neither Bristol - Myers Squibb nor Celgene assumes any duty to update or revise forward - looking statements, whether as a result of new information, future events or otherwise, as of any future date. Cautionary Statement Regarding Forward Looking Statements

4 Creating a Global BioPharma Leader INVESTOR PRESENTATION JANUARY 2019

5 Diversified Specialty Bi oPharma Best of BIOTECH Best of PHARMA INNOVATION Focused and Integrated The Best PEOPLE helping patients in their fight against serious disease Our Strategic Foundation

6 Creating a Leading Focused Biopharma Company Oncology: IO / Solid Tumors & Hematology Cardiovascular 10 PHASE III ASSETS LEADING FRANCHISES Led by Opdivo and Yervoy as well as Revlimid and Pomalyst ROBUST EARLY - AND MID - STAGE PIPELINE (PHASE I / II ASSETS) 21 ONCOLOGY: IO / Solid Tumors DEEP AND BROAD LATE - STAGE PIPELINE SIGNIFICANT LIFE CYCLE MANAGEMENT OPPORTUNITIES 6 NEAR - TERM POTENTIAL NEW PRODUCT LAUNCHES 10 ONCOLOGY: Hematology CHEMISTRY BIOLOGICS CELL THERAPY Underpinned by cutting edge technologies and discovery platforms 10 IMMUNOLOGY & INFLAMMATION 9 CARDIOVASCULAR / FIBROSIS Led by Eliquis # 1 With access to additional modalities through strong external partnerships PATIENT - CENTRIC INNOVATION Led by Orencia and Otezla Top 5 Immunology & Inflammation # 1

7 A Compelling Transaction • $50 cash and 1.0 share of combined company (fixed exchange ratio) per Celgene share • Total value of $102.43 per Celgene share based on Bristol - Myers Squibb’s closing stock price on 1/2/2019; total transaction value of approx. $90 billion (excluding CVR) • $9.00 CVR upon FDA approval of three late - stage assets • Bristol - Myers Squibb shareholders to own ~69% and Celgene shareholders to own ~31% • Giovanni Caforio to serve as Chairman & CEO; Adding 2 Board members from Celgene, total of 13 • Closing anticipated in Q3 2019, subject to regulatory approvals, shareholder approvals, other customary closing conditions Strong Returns and Significant Immediate EPS Accretion Strong Balance Sheet and Cash Flow Generation Significant Synergies TERMS

8 Bristol - Myers Squibb Strategic Priorities and Approach to Business Development Strategically Aligned with Therapeutic Focus Compelling Science with Potential for Transformational Medicine Creates Value for Shareholders

9 • Two companies with one mission – discover, develop and deliver the most innovative medicines to patients with unmet medical needs across the continuum of care • Recognizes and unlocks significant value for Celgene shareholders – Delivers immediate and substantial cash value – Provides meaningful participation in the combined company’s future growth – Additional cash via dividends and potential CVR • Enhances global leadership and core competencies in high - value therapeutic categories across small molecules, biologics and cell therapies • Accelerates research and development programs for sustainable long - term growth • Combined company has the capabilities and financial strength to continue investing in external research partners • Builds on the skills, dedication and passion of talented employees The Right Transaction for Celgene

10 Balanced and Leading Commercial Portfolio $31 $27 $17 $5 $26 $21 $17 Immuno-Oncology Multiple Myeloma Non-Hodgkin Lymphoma Myeloid Diseases Psoriasis/Psoriatic Arthritis Irritable Bowel Disease Cardiovascular (Stroke Prophylaxis) Oncology: Hematology Oncology: IO/Solid Tumors Immunology & Inflammation Cardiovascular Estimated Market Size (1) ($Bn) 9/30/18 LTM Revenues % of Total $8.6Bn ~23% $14.4Bn ~39% $6.1Bn ~17% $4.2Bn ~11% (1) Source: Market size projections are for 2022 from Evaluate Pharma, December 2017/November 2018 and Decision Resources Disease La ndscape and Forecast; Epidemiology is for 2018 from Decision Resources Disease Landscape and Forecast, Kantar Health CancerMPact database and Putnam Associates

11 The Leading Oncology Company Select Current Indications Innovative assets addressing Solid Tumors and Hematologic Malignancies Lymphomas Myeloid Diseases Multiple Myeloma RCC HCC H&N NSCLC Melanoma CML Hematology IO / Solid Tumors

12 Strong IO Business With Meaningful Growth Opportunities >50 Tumors with Ongoing Trials >350 Clinical Trials with BMS IO Agents 15+ New IO Compounds in Development Strong Commercial Execution Annualized sales* * Last 12 months as of Q3, 2018 Advancing the Science in IO 20+ Near Term Data Readouts $ 7.5B Global approvals for Opdivo > 400 U.S. Indications in 4 years post launch 17

13 Positioned for Long Term Leadership in Hematology CelMOD ® Next wave beyond today’s IMiDs​ CAR - T Several potential best - in - class agents BCMA Multiple modalities (CAR - T, TCE, ADC) Platforms for Sustained Leadership and Growth High Value Near - Term Assets luspatercept liso - cel (JCAR017) bb2121 fedratinib Transforming the Treatment of Multiple Myeloma

14 Earliest Forecasted Trial Decision 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 REMS Oct 2020 Polymorph Apr 2027 MDS MOU Apr 11, 2023 MCL MOU May 15, 2023 MM MOU Oct 7, 2023 Polymorph Nov 2024 MCL MOU Jul 2028 Earliest Forecasted Appeal Decision Volume - Limited Natco Sales Permitted* COM Oct 2019 LITIGATION & SETTLEMENT TIMELINES PATENT EXPIRATIONS 1 *Natco settlement provides for a phased, volume - limited generic entry beginning March 2022 with mid - single digits percentage of total capsules dispensed during first full year of entry gradually increasing to approximately 30% of total capsules in 2025 and full generic entry in January 31, 2026 1 This is a representative listing of the patents in suit MCL = Mantle Cell Lymphoma MDS = Myelodysplastic Syndromes MM = Multiple Myeloma COM = Composition Of Matter MOU = Method Of Use All Remaining Generic Filers 14 Revlimid ® IP Timeline Mar 2022 Natco Generic Entry Jan 31, 2026 Full Generic Entry

15 Strengthens Position in Immunology & Inflammation Expanded Early Portfolio High Value Near - Term Assets ozanimod TYK2 Current Marketed Products • U.S. NDA and EU MAA submissions planned for Q1 2019 • Potential for indication expansion beyond multiple sclerosis in IBD with Phase III trials ongoing in UC and Crohn’s • Potentially superior efficacy and safety profile relative to other oral agents • Positive Phase II Psoriasis trials with Phase III readouts in 2020 • Ongoing Phase II trials in Crohn’s, UC and Lupus 10 PHASE I / II ASSETS

16 Six Near - Term Product Launch Opportunities with Potential for Greater than $15B in Revenue • U.S. and EU regulatory submissions expected in first half 2019 in 2L MDS and Beta - Thalassemia • CD19 CAR - T with strong efficacy and a potentially differentiated safety and tolerability profile for R/R DLBCL • Potential to be first - and possibly best - in - class BCMA CAR - T in Multiple Myeloma • Targeting patients who relapsed from or are intolerant to Jakafi in Myelofibrosis • U.S. NDA and EU MAA submissions for RMS planned for Q1 2019 • Biologic - like efficacy in Psoriasis with upside potential to address multiple autoimmune diseases luspatercept liso - cel (JCAR017) bb2121 fedratinib ozanimod TYK - 2

17 Deep and Broad Combined Pipeline Oncology: IO/Solid Tumors Relatlimab (anti - LAG3) Luspatercept (activin receptor fusion protein) Ozanimod (S1P1 modulator) CC - 486 (DNA methylase inhibitor) Fedratinib (JAK2 inhibitor) Cabiralizumab (anti - CSF1R) Marizomib (proteasome inhibitor ) TYK2 Inhibitor Nitroxyl Donor NKTR - 214 (PEG - IL2) bb2121 (BCMA CAR - T) RPC - 4046 (anti - IL13) Factor XIa Inhibitor HSP47 CC - 90001 (JNK1 inhibitor) PEG - FGF21 CC - 220 (CELMoD) EP4 antagonist Anti - CTLA - 4 Probody S1P1 agonist APJ agonist CCR2/5 dual antagonist anti - CTLA - 4 NF CC - 90011 (LSD1 inhibitor) 1 TRPH - 222 (CD22 ADC) BTK Max (Bruton’s tyrosine kinase inhibitor) anti - CD73 anti - TIM3 FPR - 2 agonist LPA1 antagonist CC - 90009 (CELMoD) GEM333 (CD33 bispecific) NLRP3 agonist bb21217 (BCMA CAR - T) CC - 90010 (BET inhibitor) 1 CC - 93269 (BCMA TCE) JCARH125 (BCMA CAR - T) CC - 92480 (CELMoD) CC - 90002 (anti - CD47) 1 JCAR017 (CD19 CAR - T) anti - IL8 NG - 348 (CD80/CD3 oncolytic virus) CC - 220 (CELMoD) Phase III Phase I/II FT - 1101 (BET inhibitor) CC - 99677 (MK2 inhibitor ) CC - 90006 (anti - PD1) AG - 270 (MTAP inhibitor) 1 MSC - 1 (anti - LIF) Etigilimab (anti - TIGIT) JTX - 2011 (anti - ICOS) Oncology: Hematology Immunology / Inflammation Cardiovascular / Fibrotic Diseases MGAT ; combo Anti - ICOS Anti - TIGIT Ulocuplumab (anti - CXCR4) BTK inhibitor RoRyT agonist TLR 7/8 antagonist TYK2 Backup IDO inhibitor BET Inhibitor Bristol - Myers Squibb Celgene Note: 1. In development for solid tumors and hematology

18 High Potential Agents and Pipeline Assets to Watch JCARH125 (BCMA CAR T) CAR - T focused on R/R MM Estimated pivotal study in 2019 CC - 92480 (CELMoD) R/R Multiple Myeloma Estimated pivotal study in 2019 CC - 93269 (BCMA TCE) R/R Multiple Myeloma Estimated pivotal study in 2019 CSF1R Randomized Phase II study in 2L Pancreatic evaluating CSF1R+Nivo or CSF1R+Nivo+Chemo vs Chemo LAG - 3 Randomized Phase II/III in 1L Melanoma, LAG - 3+Nivo vs Nivo NKTR - 214 Randomized Phase III trial in 1L Melanoma (NKTR - 214+Nivo vs Nivo) and 1L Renal (NKTR - 214+Nivo vs Sutent) FGF - 21 Phase IIB dose ranging trials in F3 and F4 compensated cirrhotics (NASH) Factor XIa Phase II trial in secondary stroke prevention CD73 Phase I in combination with Nivo (Pancreatic and other solid tumors) CCR2/5 Phase I in combination with Nivo and Chemo (Pancreatic and CRC) TYK - 2 Phase III in Psoriasis and Phase II studies in Crohn’s, Lupus and IBD CTLA - 4 (Probody and NF) Phase I dose escalation work on Probody and dose expansion for non - fucosylated CC - 90009 ( CELMoD) CelMod focused on AML Estimated pivotal study in 2019 CC - 90011 ( LSD1 Inhibitor ) Phase I study for solid tumors CC - 90002 ( CD47 Mab) Phase I Study targeting NHL Bristol - Myers Squibb Celgene CC - 220 ( CELMoD) R/R Multiple Myeloma

19 Leading Science and Innovative Platforms Clinical Collaborations World - Class Chemistry Biologics and Synthetic Biologics Protein Homeostasis Immunomodulatory Agents Cell Therapies Epigenetics R&D Ecosystem Tumor Biology and Resistance

20 A Compelling Transaction • $50 cash and 1.0 share of combined company (fixed exchange ratio) per Celgene share • Total value of $102.43 per Celgene share based on Bristol - Myers Squibb’s closing stock price on 1/2/2019; total transaction value of approx. $90 billion (excluding CVR) • $9.00 CVR upon FDA approval of three late - stage assets • Bristol - Myers Squibb shareholders to own ~69% and Celgene shareholders to own ~31% • Giovanni Caforio to serve as Chairman & CEO; Adding 2 Board members from Celgene, total of 13 • Closing anticipated in Q3 2019, subject to regulatory approvals, shareholder approvals, other customary closing conditions Strong Returns and Significant Immediate EPS Accretion Strong Balance Sheet and Cash Flow Generation Significant Synergies TERMS

21 Significant Financial Benefits to Shareholders • Transaction internal rate of return well in excess of Celgene and BMS cost of capital • Combination will be more than 40% accretive to BMS standalone EPS in first full year • >$ 45 billion in free cash flow generation over first three years of combination • Commitment to strong investment grade credit ratings and continuing dividend policy for benefit of BMS and Celgene shareholders • Transaction preserves significant financial flexibility to continue investment in innovation • Combined ’18E operating margin of 36% before impact of cost synergies • ~$2.5 billion of run - rate cost synergies to be achieved by the third full year Strong Returns and Significant Immediate EPS Accretion Strong Balance Sheet and Cash Flow Generation Significant Synergies

22 ~$2.5 Billion of Synergies an Important Source of Value ~55% ~35% ~10% SG&A R&D Manufacturing • Commercial efficiencies • Central support functions • Geographic optimization • Optimize research & early - stage portfolio • Reduce overlapping resources • Leverage Bristol Biologics footprint • Operational procurement efficiencies Retain key talent Protect value drivers Leverage substantial scale Guiding Principles % OF TOTAL SYNERGIES AREAS OF OPPORTUNITY

23 Strong Balance Sheet With Robust Cash Flow Generation • $33.5B fully underwritten bridge facility obtained from Morgan Stanley and MUFG • Committed to and expect strong investment grade credit ratings for the combination • Intend to execute a ~$5B accelerated share repurchase program after transaction close to repurchase a portion of the equity issued for this transaction • ~$45B of free cash flow in first 3 years of combination • Continuing dividend policy • Flexibility to execute balanced capital allocation strategy • Expect to fulfill CVR obligation with ongoing cash flow Transaction Financing * BMS + Celgene Balance Sheet Cash $10B New Debt $32B Existing Celgene Debt $20B BMS Equity Issued to Celgene $38B Financing Highlights * Inclusive of ~$5Bn accelerated share repurchase

24 • Transaction expected to close in Q3 2019 • Subject to approval of BMS and Celgene shareholders • Regulatory approvals in a number of jurisdictions including U.S. and EC • Other customary closing conditions Clear Path to Close

25 Creating a Leading Focused Biopharma Company Oncology: IO / Solid Tumors & Hematology Cardiovascular 10 PHASE III ASSETS LEADING FRANCHISES Led by Opdivo and Yervoy as well as Revlimid and Pomalyst ROBUST EARLY - AND MID - STAGE PIPELINE (PHASE I / II ASSETS) 21 ONCOLOGY: IO / Solid Tumors DEEP AND BROAD LATE - STAGE PIPELINE SIGNIFICANT LIFE CYCLE MANAGEMENT OPPORTUNITIES 6 NEAR - TERM POTENTIAL NEW PRODUCT LAUNCHES 10 ONCOLOGY: Hematology CHEMISTRY BIOLOGICS CELL THERAPY Underpinned by cutting edge technologies and discovery platforms 10 IMMUNOLOGY & INFLAMMATION 9 CARDIOVASCULAR / FIBROSIS Led by Eliquis # 1 With access to additional modalities through strong external partnerships PATIENT - CENTRIC INNOVATION Led by Orencia and Otezla Top 5 Immunology & Inflammation # 1

26 Q&A