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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 31, 2002 0-16132
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Date of Report (Date of Commission File Number
earliest event reported)
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2711928
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
7 Powder Horn Drive
Warren, New Jersey 07059
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(Address of Principal Executive Offices) (Zip Code)
(732) 271-1001
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On December 31, 2002 (the "Effective Time"), Celgene Corporation, a Delaware
corporation (the "Registrant"), consummated the acquisition of Anthrogenesis
Corp., a New Jersey corporation ("Anthrogenesis"). Anthrogenesis is an
early-stage biotherapeutics company delivering stem cell therapies produced from
renewable human placental sources/materials. The merger was consummated pursuant
to the Purchase Option Agreement and Plan of Merger, dated April 26, 2002, as
amended (the "Plan of Merger"), by and among the Registrant, Celgene Acquisition
Corp., a New Jersey corporation and a wholly-owned subsidiary of the Registrant
(the "Merger Sub"), and Anthrogenesis. Pursuant to the Plan of Merger, the
Merger Sub merged with and into Anthrogenesis, and Anthrogenesis continued as
the surviving corporation. At the Effective Time, Anthrogenesis became a
wholly-owned subsidiary of the Registrant.
Under the Plan of Merger, each share of Anthrogenesis common stock that was
outstanding immediately prior to the Effective Time of the merger was converted
into the right to receive 0.4545 of a share of the Registrant's common stock,
par value $.01 per share ("Common Stock"). The Registrant issued approximately
1.45 million shares of Common Stock to former Anthrogenesis shareholders in the
merger. In addition, approximately 1.3 million shares of the Registrant's Common
Stock were reserved for issuance upon exercise of outstanding Anthrogenesis
stock options and warrants that were assumed by the Registrant pursuant to the
Plan of Merger. These options and warrants were converted into options and
warrants to acquire shares of the Registrant's Common Stock on the basis of the
0.4545 exchange ratio in the merger.
Prior to the completion of the merger, the shares of the Registrant's Common
Stock that were issued and reserved for issuance in connection with the merger
were registered under the Securities Act of 1933 pursuant to a registration
statement on Form S-4 (File No. 333-101196) (the "Registration Statement"). The
Registration Statement was declared effective on November 26, 2002. The merger
is described in greater detail in the Registration Statement.
The Registrant's acquisition of Anthrogenesis was structured as a tax-free
reorganization under Section 368(a) of the Internal Revenue Code and was
accounted for using the purchase method of accounting for business combinations.
The foregoing description of the Plan of Merger does not purport to be complete
and is qualified in its entirety by reference to the full text of the Plan of
Merger, including the amendment dated September 6, 2002 which, among other
things, sets forth the exchange ratio, which are incorporated herein by
reference as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Form Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
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The financial statements of Anthrogenesis required by this item are incorporated
herein by reference to the "Index to Anthrogenesis Financial Statements" in the
Registration Statement.
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(b) Pro Forma Financial Information.
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The pro forma financial statements required by this item are incorporated herein
by reference to the "Unaudited Pro Forma Condensed Combined Financial
Statements" in the Registration Statement.
(c) Exhibits
Exhibit Number Description
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2.1 Purchase Option Agreement and Plan of Merger by and
among Celgene Corporation, Celgene Acquisition Corp.
and Anthrogenesis Corp. (incorporated by reference to
Appendix A of the Form S-4 declared effective on
November 26, 2002 (Registration Statement
No. 333-101196)).
2.2 Amendment to the Purchase Option Agreement and Plan of
Merger, dated September 6, 2002, among Celgene
Corporation, Celgene Acquisition Corp. and
Anthrogenesis Corp. (incorporated by reference to
Appendix B of the Form S-4 declared effective on
November 26, 2002 (Registration Statement
No. 333-101196)).
23.1 Consent of Grant Thornton LLP.
99.1 Press Release of Celgene Corporation dated January 2,
2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CELGENE CORPORATION
Dated January 3, 2003
By: /s/Robert J. Hugin
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Name: Robert J. Hugin
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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2.1 Purchase Option Agreement and Plan of Merger by and
among Celgene Corporation, Celgene Acquisition Corp.
and Anthrogenesis Corp. (incorporated by reference to
Appendix A of the Form S-4 declared effective on
November 26, 2002 (Registration Statement
No. 333-101196).
2.2 Amendment to the Purchase Option Agreement and Plan of
Merger, dated September 6, 2002, among Celgene
Corporation, Celgene Acquisition Corp. and
Anthrogenesis Corp. (incorporated by reference to
Appendix B of the Form S-4 declared effective on
November 26, 2002 (Registration Statement
No. 333-101196)).
23.1 Consent of Grant Thornton LLP.
99.1 Press Release of Celgene Corporation dated January 2,
2003.
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Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated May 28, 2002, except for the fourth paragraph of
Note K as to which the date is November 25, 2002, accompanying the consolidated
financial statements of Anthrogenesis Corp. as of December 31, 2001 and 2000 and
for the years then ended. We consent to the incorporation by reference of the
aforementioned report in this Form 8-K to the Registration Statement of Celgene
Corporation on Form S-4 declared effective on November 26, 2002 (Registration
Statement No. 333-101196).
/s/ Grant Thornton LLP
GRANT THORNTON LLP
January 3, 2003
Edison, NJ
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Exhibit 99.1
Contact: Robert J. Hugin
Senior VP and CFO
Celgene Corporation
(732) 271-4102
CELGENE COMPLETES ANTHROGENESIS ACQUISITION
Celgene Leverages Commercial and Scientific Franchises to Develop
Transforming Placental Stem Cell Therapeutics
WARREN, NJ - (January 2, 2003) - Celgene Corporation (NASDAQ: CELG) announced
today the completion of its merger with Anthrogenesis Corporation, a privately
held biotherapeutics company pioneering the recovery of stem cells from human
placental tissue. Anthrogenesis has developed proprietary methods for
collecting, processing and storing placental stem cells and has organized three
main business units: stem cell transplantation, private stem cell banking and
the development of biomaterials for organ and tissue repair. Anthrogenesis will
operate as a wholly owned subsidiary of Celgene.
Anthrogenesis' proprietary technology procures large quantities of
high-potential stem cells from human placental tissue. These stem cells can be
used in bone marrow transplants to treat cancer, particularly hematological
cancers such as multiple myeloma and leukemia, in conjunction with chemotherapy
and radiation therapy. From a single placental source, Anthrogenesis can produce
multiple stem cell transplant units that exceed current adult dosing standards
for use in bone marrow transplants. From the same placental source,
Anthrogenesis recovers large quantities of very early-stage stem cells that
appear to have many of the characteristics attributed to embryonic stem cells.
Unlike the embryo, the placenta is a non-controversial source of stem cells.
Through its commercial franchise, Celgene will provide stem cell transplant
units to oncologists treating hematological cancers.
"Placental stem cells have the potential to transform the way physicians treat
serious diseases and the way novel therapies are developed," said John W.
Jackson, Chairman and Chief Executive Officer of Celgene Corporation. "This
strategic acquisition combines the proprietary technology of Anthrogenesis with
our commercial and development expertise to realize the substantial commercial
and therapeutic potential of placental stem cells."
Summary of Financial Terms
Under the terms of the agreement first announced in November, Celgene will
acquire all Anthrogenesis outstanding shares in a tax-free, stock-for-stock
merger that will be accounted for by the purchase method of accounting. Based on
an exchange ratio of .4545, Celgene will issue 1.45 million common shares.
Celgene will also issue 1.3 million options and warrants at the same exchange
ratio. The acquisition was completed on December 31, 2002 and will be accounted
for in the fourth quarter of 2002. Celgene expects the merger with Anthrogenesis
to be $0.05 to $0.10 dilutive to earnings in 2003, $0.05 to $0.10 accretive in
2004, and to have a positive impact on earnings thereafter.
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About Celgene
Celgene Corporation, headquartered in Warren, New Jersey, is an independent
biopharmaceutical company engaged primarily in the discovery, development and
commercialization of novel therapies for the treatment of cancer and
inflammatory diseases through gene and protein regulation. For more information,
please visit the Company's website at www.celgene.com.
About Anthrogenesis
Anthrogenesis, based in Cedar Knolls, New Jersey, is a biotherapeutics company
that has developed proprietary methods for collecting, processing and storing
stem cells and other valuable biomaterials derived from human placental tissue.
Anthrogenesis is focused on developing and delivering therapies using stem cells
sourced from human placental tissue to treat cancers and immunological,
metabolic and inflammatory diseases. Anthrogenesis has demonstrated that the
human placenta is an abundant source of biotherapies, including early stage stem
cells and other biomaterials for organ and tissue repair. Anthrogenesis also
operates Lifebank, a state-licensed blood bank that banks stem cell transplant
units derived from placental tissue and in some cases, blood from the umbilical
cord that is collected immediately after birth. For more information, please
visit the Company's website at www.anthrogenesis.com.
This release contains certain forward-looking statements which involve known and
unknown risks, delays, uncertainties and other factors not under the Company's
control, which may cause actual results, performance or achievements of the
Company to be materially different from the results, performance or other
expectations implied by these forward-looking statements. These factors include
results of current or pending research and development activities, actions by
the FDA and other regulatory authorities, and those factors detailed in the
Company's filings with the Securities and Exchange Commission such as 10K, 10Q
and 8K reports.
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