AGREEMENT AND PLAN OF MERGER dated as of January 2, 2019 among BRISTOL-MYERS SQUIBB COMPANY, BURGUNDY MERGER SUB, INC. and CELGENE CORPORATIONMerger Agreement • January 4th, 2019 • Celgene Corp /De/ • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 2, 2019 is by and among Bristol-Myers Squibb Company, a Delaware corporation (“Parent”), Burgundy Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and Celgene Corporation, a Delaware corporation (the “Company”).
FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and between BRISTOL-MYERS SQUIBB COMPANY and [TRUSTEE]1 Dated as of [______], [____]Contingent Value Rights Agreement • January 4th, 2019 • Celgene Corp /De/ • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [_____], [____] (this “CVR Agreement”), by and between Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), and [Trustee], a [______], as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.
