Amgen Inc. (NasdaqGS:AMGN) entered into an agreement to acquire worldwide rights to Otezla from Celgene Corporation (NasdaqGS:CELG) for $13.4 billion on August 25, 2019. The acquisition includes related assets and liabilities and the consideration is $13.4 billion in cash, or approximately $11.2 billion, net of the present value of $2.2 billion in anticipated future cash tax benefits. Amgen will finance the transaction with current balance sheet cash and expects to retain its investment grade credit rating. The agreement may be terminated by mutual consent of Celgene and Amgen by either Celgene or Amgen if the closing shall not have occurred on or before February 29, 2020. Sales of Otezla in 2018 were $1.6 billion. Pursuant to the terms of the agreement, employees that are primarily dedicated to the Otezla product line will generally be transferred to Amgen.

The transaction is subject to closing of merger of Celgene with Bristol-Myers Squibb Company, Bristol-Myers Squibb and Celgene entering into a consent decree with the Federal Trade Commission in connection with the pending merger and requiring Celgene to divest Otezla to Amgen, other customary closing conditions and regulatory approvals. The deal is also subject to Federal Trade Commission issuing a proposed consent order. Bristol-Myers Squibb expects the pending merger with Celgene to close by the end of 2019. Amgen Inc. expects the Otezla acquisition to close before the end of the fourth quarter. Bristol-Myers Squibb plans to prioritize the use of proceeds from the Otezla divestiture for debt reduction. The transaction is expected to contribute to Amgen's near- and long-term revenue growth rate and will be immediately accretive from close to non-GAAP earnings per share growth, with acceleration thereafter. As of November 15, 2019, Bristol and Celgene have agreed to divest Otezla and the Federal Trade Commission has accepted the consent in connection with the pending merger of Bristol-Myers Squibb and Celgene Corporation thereby permitting them to close the transaction. The transaction with Otezla needs to be completed within 10 days following the completion of Bristol's acquisition of Celgene.

Dyal Co. LLC is acting as the lead financial advisor to Amgen. Goldman Sachs & Co. is serving as a financial advisor and Francis J. Aquila and Matthew G. Hurd of Sullivan & Cromwell LLP acted as legal advisors to Amgen. David Fox, Daniel E. Wolf, Jonathan Davis and Ryan K. Brissette of Kirkland & Ellis LLP acted as legal advisors to Celgene and Bristol-Myers Squibb. Debbie Feinstein, Sandra Leung, Joseph Campisi, Henry Hadad, Paul Biondi and Brian Heaphy of Arnold & Porter Kaye Scholer LLP acted as legal advisors for Bristol-Myers on Amgen deal. Clint Gartin and Tedd Smith of Morgan Stanley (NYSE:MS) acted as financial advisors to Bristol-Myers for banking advice on the deal with Amgen. Stephen Weissman and Stacy Turner of Baker Botts LLP acted as antitrust counsels to Celgene. A team led by Daniel Simons of Hogan Lovells advised Amgen in the transaction. Leonard Kreynin and Lee Hochbaum of Davis Polk & Wardwell, LLP acted as legal advisor to Gordon Dyal & Co.

Amgen Inc. (NasdaqGS:AMGN) completed the acquisition of worldwide rights to Otezla from Celgene Corporation (NasdaqGS:CELG) on November 20, 2019.