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): October 4, 2010
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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0-16132
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22-2711928 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 86 Morris Avenue, Summit, New Jersey
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07901 |
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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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
As previously announced, Celgene Corporation, a Delaware corporation (“Celgene”), Artistry
Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of Celgene, and
Abraxis BioScience, Inc, a Delaware corporation (“Abraxis”) entered into a definitive Agreement and
Plan of Merger dated as of June 30, 2010 (the “Merger Agreement”). Pursuant to the Merger Agreement
and subject to the conditions set forth therein, each share of Abraxis common stock will be
converted into the right to receive (i) an amount in cash, without interest, equal to $58.00, (ii)
0.2617 shares of Celgene common stock and (iii) one contingent value right (the “Merger”). The
Merger is subject to Abraxis stockholders’ approval and the satisfaction or waiver of certain
customary closing conditions.
The audited historical consolidated financial statements and related notes of Abraxis as of
and for the year ended December 31, 2009, the
unaudited consolidated financial statements and related notes of Abraxis for the six months ended
June 30, 2010 and Celgene’s unaudited pro forma condensed combined financial statements and related
notes are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements (included herein or
incorporated herein by reference) that involve known and unknown risks, delays, uncertainties and
other factors not under Celgene’s control. The Celgene’s actual results, performance or
achievements could be materially different from those projected by these forward-looking
statements. The factors that could cause actual results, performance or achievements to differ from
the forward-looking statements include the risk that the acquisition of Abraxis may not be
consummated for reasons including that the conditions precedent to the completion of the
acquisition may not be satisfied; the possibility that the expected benefits from the proposed
Merger will not be realized, or will not be realized within the anticipated time period; the risk
that Celgene’s and Abraxis’ businesses will not be integrated successfully; the possibility of
disruption from the Merger making it more difficult to maintain business and operational
relationships; any actions taken by either of the companies, including but not limited to,
restructuring or strategic initiatives (including capital investments or asset acquisitions or
dispositions); and other risks that are discussed in Celgene’s filings with the Securities and
Exchange Commission (“SEC”), such as Celgene’s Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K and in Abraxis’ filings with the SEC, such as its Annual
Report on Form 10-K, Quarterly Reports on 10-Q and Current Reports on 8-K. Given these risks and
uncertainties, you are cautioned not to place undue reliance on the forward-looking statements.
Participants in Solicitations
Celgene, Abraxis and their respective directors, executive officers and other members of their
management and employees may be deemed to be participants in the solicitation of proxies from
stockholders of Abraxis in connection with the Merger. Information regarding Celgene’s directors
and officers is available in Celgene’s proxy statement on Schedule 14A for its 2010 annual meeting
of stockholders and Celgene’s Annual Report on Form 10-K for the year ended December 31, 2009, that
were filed with the SEC on April 30, 2010 and February 18, 2010, respectively. Information
regarding Abraxis’ directors and executive officers is available in Abraxis’ proxy statement on
Schedule 14A for its 2009 annual meeting of stockholders, Abraxis’ Annual Report on Form 10-K for
the year ended December 31, 2009 (the “2009 Form 10-K”) and Amendment No.1 to the 2009 Form 10-K,
that were filed with the SEC on October 30, 2009, March 12, 2010 and April 20, 2010, respectively.
Additional information regarding the interests of such potential participants will be included in
the proxy statement and the other relevant documents filed with the SEC when they become available.
Additional Information about the Transaction and Where to Find It
The information contained or incorporated herein by reference in this Current Report on Form 8-K
shall not constitute an offer of any securities for sale. The acquisition will be submitted to
Abraxis’ stockholders for their consideration. In connection with the acquisition, Celgene and
Abraxis have filed a registration statement on Form S-4 and a proxy statement/prospectus with the
SEC on September 14, 2010 and intend to file other relevant materials with the SEC. Investors and
stockholders of Celgene and Abraxis are urged to read the registration statement, the proxy
statement/prospectus and other relevant documents filed with the SEC when they become available, as
well as any amendments or supplements to the documents because they will contain important
information about Celgene, Abraxis and the Merger.
The registration statement, the proxy statement/prospectus and any other relevant materials (when
they become available), and any other documents filed by Celgene and Abraxis with the SEC, may be
obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and
stockholders may obtain free copies of the documents filed with the SEC by directing a written
request to: Celgene Corporation, 86 Morris Avenue, Summit, New Jersey, 07901, Attention: Investor
Relations, or