Celgene (CELG)

 

In August 2000, we acquired Signal Pharmaceuticals, Inc., d/b/a Celgene Research San Diego, a privately held biopharmaceutical company focused on the discovery and development of drugs that regulate genes associated with disease.

 

In December 2002, we acquired Anthrogenesis Corp., which was a privately held New Jersey-based biotherapeutics company and cord blood banking business, developing technologies for the recovery of stem cells from human placental tissues following the completion of full-term, successful pregnancies. Anthrogenesis d/b/a Celgene Cellular Therapeutics, or CCT, now operates as a wholly owned subsidiary of Celgene Corporation engaged in the research, recovery culture-expansion, preservation, development and distribution of placental stem cells as therapeutic agents.

 

In October 2004, we acquired all of the outstanding shares of Penn T Limited, a UK-based global supplier of THALOMID^®. This acquisition expanded our corporate capabilities and enabled us to control manufacturing for THALOMID^® worldwide. Through supply contracts acquired in this purchase, we also increased our participation in the potential growth of THALOMID^® revenues in key international markets.

 

In December 2006, we purchased an active pharmaceutical ingredient, or API, manufacturing facility from Siegfried Ltd. and Siegfried Dienste AG (together “Siegfried”) located in Zofingen, Switzerland. The manufacturing facility has the capability to produce multiple drug substances and is being used to produce REVLIMID^® and THALOMID^® API to supply global markets. The facility may also be used to produce drug substance for our future drugs and drug candidates. This asset acquisition expanded our manufacturing capabilities and enabled us to control the production of REVLIMID^® and THALOMID^® worldwide.

 

In November 2007, we announced the signing of a definitive merger agreement pursuant to which we agreed to acquire Pharmion Corporation, or Pharmion. Under the terms of the merger agreement, we will acquire all of the outstanding shares of Pharmion common stock for $72.00 per share payable in a combination of cash and shares of Celgene common stock. The transaction has been unanimously approved by the Boards of Directors of both companies and is subject to customary closing conditions including the approval of the acquisition by Pharmion stockholders and receipt of antitrust clearances. The Hart-Scott-Rodino Act, or HSR, thirty day waiting period has expired without the United States Federal Trade Commission, or FTC, requesting additional information with regard to the merger. In addition, the Bundeskartellamt, Germany’s Federal Cartel Office in charge of reviewing the antitrust aspects of mergers and acquisitions, has cleared Celgene’s pending acquisition of Pharmion. On February 5, 2008 the Form S-4 relating to the merger of Pharmion and Celgene was declared effective by the United States Securities and Exchange Commission, or SEC. The merger is expected to be completed in March 2008. Refer to Note 2 “Proposed Merger with Pharmion Corporation” contained within the consolidated financial statements for additional information.

 

 

In August 2000, we acquired Signal Pharmaceuticals, Inc., d/b/a
Celgene Research San Diego, a privately held
biopharmaceutical company focused on the discovery and
development of drugs that regulate genes associated with disease.

 

In December 2002, we acquired Anthrogenesis Corp., which was a
privately held New Jersey-based biotherapeutics company and cord
blood banking business, developing technologies for the recovery
of stem cells from human placental tissues following the
completion of full-term, successful pregnancies. Anthrogenesis
d/b/a Celgene Cellular Therapeutics, or CCT, now operates as a
wholly owned subsidiary of Celgene Corporation engaged in the
research, recovery culture-expansion, preservation, development
and distribution of placental stem cells as therapeutic agents.

 

In October 2004, we acquired all of the outstanding shares of
Penn T Limited, a UK-based global supplier of
THALOMID^®.
This acquisition expanded our corporate capabilities and enabled
us to control manufacturing for
THALOMID^®
worldwide. Through supply contracts acquired in this purchase,
we also increased our participation in the potential growth of
THALOMID^®
revenues in key international markets.

 

In December 2006, we purchased an active pharmaceutical
ingredient, or API, manufacturing facility from Siegfried Ltd.
and Siegfried Dienste AG (together “Siegfried”)
located in Zofingen, Switzerland. The manufacturing facility has
the capability to produce multiple drug substances and is being
used to produce
REVLIMID^®
and
THALOMID^®
API to supply global markets. The facility may also be used to
produce drug substance for our future drugs and drug candidates.
This asset acquisition expanded our manufacturing capabilities
and enabled us to control the production of
REVLIMID^®
and
THALOMID^®
worldwide.

 

In November 2007, we announced the signing of a definitive
merger agreement pursuant to which we agreed to acquire Pharmion
Corporation, or Pharmion. Under the terms of the merger
agreement, we will acquire all of the outstanding shares of
Pharmion common stock for $72.00 per share payable in a
combination of cash and shares of Celgene common stock. The
transaction has been unanimously approved by the Boards of
Directors of both companies and is subject to customary closing
conditions including the approval of the acquisition by Pharmion
stockholders and receipt of antitrust clearances. The
Hart-Scott-Rodino
Act, or HSR, thirty day waiting period has expired without the
United States Federal Trade Commission, or FTC, requesting
additional information with regard to the merger. In addition,
the Bundeskartellamt, Germany’s Federal Cartel Office in
charge of reviewing the antitrust aspects of mergers and
acquisitions, has cleared Celgene’s pending acquisition of
Pharmion. On February 5, 2008 the
Form S-4
relating to the merger of Pharmion and Celgene was declared
effective by the United States Securities and Exchange
Commission, or SEC. The merger is expected to be completed in
March 2008. Refer to Note 2 “Proposed Merger with
Pharmion Corporation” contained within the consolidated
financial statements for additional information.