April 12, 2019 - The case was voluntarily dismissed.

February 4, 2019 - An investor, who currently holds shares of Celgene Corporation (NASDAQ: CELG), filed a lawsuit against the takeover of Celgene Corporation. The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ: CELG stockholders by agreeing to sell Celgene Corporation cheaply via an unfair process.

On January 3, 2019, Bristol-Myers Squibb Company (NYSE:BMY) and Celgene Corporation (NASDAQ:CELG) announced that they have entered into a merger agreement under which Bristol-Myers Squibb will acquire Celgene in a cash and stock transaction with an equity value of approximately $74 billion. Under the terms of the agreement, Celgene shareholders will receive 1.0 Bristol-Myers Squibb share and $50.00 in cash for each share of Celgene. Celgene shareholders will also receive one tradeable Contingent Value Right (CVR) for each share of Celgene, which will entitle the holder to receive a payment for the achievement of future regulatory milestones.

Based on the closing price of Bristol-Myers Squibb stock of $52.43 on January 2, 2019, the cash and stock consideration to be received by Celgene shareholders at closing is valued at $102.43 per Celgene share and one CVR. However, plaintiff claims that the proposed consideration NASDAQ: CELG shareholders will receive is grossly inadequate and undervalues Celgene Corporation. Indeed, at least one analyst has set the high target price for NASDAQ: CELG shares at $163.00 per share. Celgene Corporation reported that its annual Total Revenue rose from over $11.22 billion in 2016 to over $13 billion in 2017 and that its Net Income increased from over $1.99 billion in 2016 to over $2.94 billion in 2017.

Shares of Celgene Corporation (NASDAQ: CELG) reached in October 2017 as high as $146.89 per share. In addition, the plaintiff alleges that the process is also unfair NASDAQ: CELG stockholders On February 11, 2019, NASDAQ: CELG shares closed at $89.87 per share.