Celgene Corporation (NASDAQ: CELG) today announced it has completed its acquisition of Abraxis BioScience, Inc. For each share of Abraxis common stock, Abraxis shareholders will receive (i) $58.00 in cash (ii) 0.2617 shares of Celgene common stock, and (iii) one tradeable Contingent Value Right (CVR), which entitles its holder to receive a pro rata share of potential payments for future regulatory milestones and commercial royalties.
“We have now bolstered our solid tumor pipeline with a therapy that we believe has great potential in areas of significant unmet medical need. We believe that our combined capabilities can maximize the clinical, regulatory and commercial potential of ABRAXANE and nab technology worldwide.”
The CVR's are listed on NASDAQ under the symbol "CELGZ" and are anticipated to begin trading at the market open on Monday, October 18, 2010. Abraxis shares will be delisted from NASDAQ and trading will cease by the close of business on Friday, October 15, 2010.
The transaction adds ABRAXANE for Injectable Suspension (paclitaxel protein-bound particles for injectable suspension) (albumin-bound) to the company's existing portfolio of leading cancer products and offers another significant scientific platform that may drive future development.
"By bringing together the tremendous potential of Abraxis with the experience and success of Celgene, we are building a global leader in oncology," said Bob Hugin, Chief Executive Officer of Celgene Corporation. "We have now bolstered our solid tumor pipeline with a therapy that we believe has great potential in areas of significant unmet medical need. We believe that our combined capabilities can maximize the clinical, regulatory and commercial potential of ABRAXANE and nab technology worldwide."
Celgene expects the acquisition to be modestly dilutive to non-GAAP earnings in 2011 and accretive to non-GAAP earnings in 2012 and beyond.
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