According to the Complaint, Celgene Corporation is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of cancer and inflammatory diseases.

On January 2, 2019, Celgene, Bristol-Myers Squibb Company (“BMS” or “Parent”), Burgundy Merger Sub, Inc., a direct wholly-owned Subsidiary of Parent (“BM Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement: BM Merger Sub will merge with and into Celgene, with Celgene surviving the merger and becoming a wholly-owned Subsidiary of Parent (the “Proposed Transaction”). On January 3, 2019, Celgene and Bristol-Myers Squibb issued a joint press release announcing the Proposed Transaction.

The Complaint alleges that on February 1, 2019, in order to convince Celgene’s public common stockholders to vote in favor of the Proposed Transaction, Parent jointly filed a materially incomplete and misleading Form S-4 Registration Statement (the “Proxy”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act.

This case was voluntarily dismissed on April 12, 2019.