Play­ing hard­ball, Bris­tol-My­ers bought out a bat­tered Cel­gene with last-minute terms sweet­ened in its own fa­vor

It turns out that Bris­tol-My­ers Squibb has had a long­stand­ing ap­petite to bag Cel­gene. But back in the spring of 2017, when ex­ecs on both sides en­gaged in ini­tial talks on a “merg­er of equals” at a time Cel­gene’s shares trad­ed at around $125, noth­ing came of it.

And that proved to be enor­mous­ly ben­e­fi­cial to Bris­tol-My­ers Squibb, which wound up play­ing hard­ball with Cel­gene CEO Mark Alles — chang­ing the terms at the last minute and switch­ing out cash for a risky CVR. For a bat­tered and bruised board at Cel­gene, less cash proved to be bet­ter than go­ing it alone in 2019.

Top ex­ecs at Cel­gene will earn a rich wind­fall from the deal, as you’ll see be­low, which some an­a­lysts are still ques­tion­ing.

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