- Filing of certain prospectuses and communications in connection with business combination transactions (425)
July 30 2010 - 9:08AM
Edgar (US Regulatory)
Filed by Celgene Corporation
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Abraxis BioScience, Inc.
Commission File No.: 001-33657
The following is an excerpt of the presentation relating to an analyst conference call held on July 29, 2010 in
connection with the announcement by Celgene Corporation (Celgene) of its 2010 second quarter operating and financial
results that included certain updates regarding its proposed acquisition of Abraxis BioScience, Inc. (Abraxis
BioScience).
Forward-Looking Statements
This material contains certain forward-looking statements which involve known and unknown risks, delays, uncertainties
and other factors not under Celgenes control. The Celgenes actual results, performance, or achievements could be
materially different from those projected by these forward-looking statements. The factors that could cause actual
results, performance, or achievements to differ from the forward-looking statements include the risk that the
acquisition of Abraxis BioScience may not be consummated for reasons including that the conditions precedent to the
completion of the acquisition may not be satisfied; the possibility that the expected benefits from the proposed merger
will not be realized, or will not be realized within the anticipated time period; the risk that Celgenes and Abraxis
BioSciences businesses will not be integrated successfully; the possibility of disruption from the merger making it
more difficult to maintain business and operational relationships; any actions taken by either of the companies,
including but not limited to, restructuring or strategic initiatives (including capital investments or asset
acquisitions or dispositions); and other risks that are discussed in Celgenes filings with the Securities and Exchange
Commission (SEC), such as Celgenes Form 10-K, 10-Q and 8-K reports and in Abraxis BioSciences filings with the SEC,
such as its Form 10-K, 10-Q and 8-K reports. Given these risks and uncertainties, you are cautioned not to place undue
reliance on the forward-looking statements.
Participants in Solicitations
Celgene, Abraxis Bioscience and their respective directors, executive officers and other members of their management
and employees may be deemed to be participants in the solicitation of proxies from stockholders of Abraxis Bioscience
in connection with the merger. Information regarding Celgenes directors and officers is available in Celgenes proxy statement on Schedule 14A for its 2010 annual meeting of stockholders and Celgenes 2009 Annual Report on Form
10-K, which were filed with the SEC on April 30, 2010 and February 18, 2010, respectively. Information regarding
Abraxis Biosciences directors and executive officers is available in Abraxis Biosciences proxy statement on
Schedule 14A for its 2009 annual meeting of stockholders and Abraxis 2009 Annual Report on Form 10-K, which were filed
with the SEC on October 30, 2009 and March 12, 2010, respectively. Additional information regarding the interests of
such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC
when they become available.
1
Additional Information about the Transaction and Where to Find It
This material shall not constitute an offer of any securities for sale. The acquisition will be submitted to Abraxis
Biosciences stockholders for their consideration. In connection with the acquisition, Celgene and Abraxis Bioscience
have filed a registration statement on Form S-4 and a preliminary proxy statement/prospectus with the SEC on July 29,
2010 and intend to file other relevant materials with the SEC, including amendments and supplements to such
registration statement and preliminary proxy statement/prospectus and other relevant documents concerning the merger.
Investors and stockholders of Celgene and Abraxis Bioscience are urged to read the registration statement, the proxy
statement/prospectus and other relevant documents filed with the SEC when they become available, as well as any
amendments or supplements to the documents because they will contain important information about Celgene, Abraxis
Bioscience and the merger.
Stockholders of Celgene and Abraxis Bioscience can obtain more information about the proposed transaction by reviewing
the Form 8-K to be filed by Celgene and Abraxis Bioscience in connection with the announcement of the entry into the
merger agreement, and any other relevant documents filed with the SEC when they become available. The registration
statement, the proxy statement/prospectus and any other relevant materials (when they become available), and any other
documents filed by Celgene and Abraxis Bioscience with the SEC, may be obtained free of charge at the SECs web site at
www.sec.gov. In addition, investors and stockholders may obtain free copies of the documents filed with the SEC by
directing a written request to: Celgene Corporation, 86 Morris Avenue, Summit, New Jersey, 07901, Attention: Investor
Relations, or Abraxis Bioscience Inc., 11755 Wilshire Blvd., Los Angeles, CA, 90025, Attention: Investor Relations.
Investors and stockholders are urged to read the registration statement, the proxy statement/prospectus and the other
relevant materials when they become available before making any voting or investment decision with respect to the
merger.
2
Q2 2010 Conference Call
July 29, 2010
|
Forward-Looking Statements and
Non-GAAP Financial Information
The discussions during this conference call and presentation will include
forward-looking statements. All such forward-looking statements exclude the
effects of the proposed acquisition of Abraxis BioScience, unless noted.
Celgene's actual results, performance, or achievements could be materially
different from those projected by these forward-looking statements. The
factors that could cause actual results, performance, or achievements to
differ from the forward-looking statements are discussed in Celgene's filings
with the Securities and Exchange Commission, such as Celgene's Form
10-K, 10-Q and 8-K reports. Given these risks and uncertainties, you are
cautioned not to place undue reliance on the forward-looking statements.
Also, the discussions during this conference call and presentation will include
certain non-GAAP financial measures. Non-GAAP financial measures
provide investors and management with supplemental measures of operating
performance and trends that facilitate comparisons between periods before
and after certain items that would not otherwise be apparent on a GAAP
basis. Reconciliations of these non-GAAP financial measures to the most
comparable GAAP measures are available as part of Celgene's earnings
releases on Celgene's website at www.celgene.com in the "Investor
Relations" section.
|
Strategically Positioned for Growth
Record Financial Results
Agreement to Acquire Abraxis BioScience
Clinical Data Flow from ASCO, EHA and IMW
MM-015
IFM 2005-02
CALGB 100104
REVLIMID(r) Japan Multiple Myeloma Approval & Launch
Advancing More Than 20 Phase III and Pivotal Programs
Significant Progress in Pre-clinical and Early-stage Pipeline
Unwavering Commitment To Deliver Sustainable
Long-term Growth Through Innovation
|
2010 Financial Outlook Update1
REVLIMID(r) global revenue targeting a range of
$2.30 to $2.35 billion
Total revenue targeting a range of $3.40 to $3.45 billion
Non-GAAP diluted earnings per share targeting
a range of $2.65 to $2.70
Includes ~ $0.05 dilution from proposed acquisition of
Abraxis BioScience in Q4
1) Excludes effects of proposed acquisition of Abraxis BioScience, unless noted
|
Q2 2010 Business Review
Strong Financial Results
Global REVLIMID(r) sales up 48% Y/Y and 11% Q/Q to $587 million
Global VIDAZA(r) sales increased 43% Y/Y and 10% Q/Q to $132 million
Executing Myeloma Filing Strategies
Japan approval and reimbursement achieved
EMA NDMM filing planned 2H 2010, followed by U.S.
Advanced Key Programs and Pipeline Development
Initiated Apremilast Phase III trial in Psoriatic Arthritis
Initiated DLC-001 Phase II/III study in Diffuse Large B-Cell Lymphoma
Initiated REN-001 Phase II trial of ACE-011 in Renal Anemia
Initiated Phase I trial of TORKi CC-223
Signed Definitive Merger Agreement to Acquire
Abraxis BioScience
|
Abraxis BioScience
ABRAXANE(r) Approved by FDA and EMA for Second-line
Use in Metastatic Breast Cancer
Clinical Data at ASCO and AACR
1st Line Non-Small Cell Lung Cancer
1st Line Pancreatic Cancer
Hart-Scott-Rodino Submission Filed July 14, 2010
Form S-4 Filed July 29, 2010
Closing Expected Q3/Q4 2010
|
Strategically Positioned to Optimize Global
Potential
Leveraging Global Operations
Global expansion
Market share gains
Duration gains
Product value proposition
Advancing More Than 20 Late-stage Pivotal Phase III Trials
Maximizing Clinical and Commercial Potential of Deep and
Diverse Pipeline
Hematology/Oncology: potential for five to ten new indications by 2015
I&I: Three to four new products and up to 6 new indications by 2015
Discovery: Four INDs filed within next 24 months
Pending Closure of Abraxis Acquisition; Opportunity
to Broaden and Strengthen Our Business
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