Filed by Celgene Corporation

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Filer: Celgene Corporation

Subject Company: Celgene Corporation

SEC File No.: 001-34912

Date: January 7, 2019

 

1 NOT FOR PRODUCT PROMOTIONAL PURPOSES Creating a Global BioPharma Leader JP Morgan Healthcare Conference JANUARY 7 th , 2019

2 NOT FOR PRODUCT PROMOTIONAL PURPOSES This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitati on of any vote or approval. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prosp ect us meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. In connection with the proposed transaction between Bristol - Myers Squibb Company (“Bristol - Myers Squibb”) and Celgene Corporatio n (“Celgene”), Bristol - Myers Squibb and Celgene will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a Br ist ol - Myers Squibb registration statement on Form S - 4 that will include a joint proxy statement of Bristol - Myers Squibb and Celgene that also constitutes a pros pectus of Bristol - Myers Squibb, and a definitive joint proxy statement/prospectus will be mailed to stockholders of Bristol - Myers Squibb and Celgene. IN VESTORS AND SECURITY HOLDERS OF BRISTOL - MYERS SQUIBB AND CELGENE ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the joint pr oxy statement/prospectus (when available) and other documents filed with the SEC by Bristol - Myers Squibb or Celgene through the website maintained by the SEC a t http://www.sec.gov. Copies of the documents filed with the SEC by Bristol - Myers Squibb will be available free of charge on Bristol - Myers Squibb’s in ternet website at https://www.bms.com/ under the tab, “Investors” and under the heading “Financial Reporting” and subheading “SEC Filings” or b y c ontacting Bristol - Myers Squibb’s Investor Relations Department through https://www.bms.com/investors/investor - contacts.html. Copies of the documents fil ed with the SEC by Celgene will be available free of charge on Celgene’s internet website at https://www.celgene.com/ under the tab “Investors” and under the heading “Financial Information” and subheading “SEC Filings” or by contacting Celgene’s Investor Relations Department at ir@celgene.c om. Certain Information Regarding Participants Bristol - Myers Squibb, Celgene, and their respective directors and executive officers may be considered participants in the solic itation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Bristol - Myers Squibb is set forth in i ts Annual Report on Form 10 - K for the year ended December 31, 2017, which was filed with the SEC on February 13, 2018, its proxy statement for its 2018 ann ual meeting of stockholders, which was filed with the SEC on March 22, 2018, and its Current Report on Form 8 - K, which was filed with the SEC on August 28, 2 018. Information about the directors and executive officers of Celgene is set forth in its Annual Report on Form 10 - K for the year ended December 31, 2017, which was filed with the SEC on February 7, 2018, its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on April 3 0, 2018, and its Current Reports on Form 8 - K, which were filed with the SEC on June 1, 2018, June 19, 2018 and November 2, 2018. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. You may obt ain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov and from Investor Re lations at Bristol - Myers Squibb or Celgene as described above. . Important Information for Investors and Stockholders

3 NOT FOR PRODUCT PROMOTIONAL PURPOSES This communication contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amend ed, and Section 21E of the Securities Exchange Act of 1934, as amended. You can generally identify forward - looking statements by the use of forward - looking terminology such as “anticipate,” “believe,” “contin ue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or compar abl e terminology. These forward - looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Bristol - Myers Squibb’s and Celgene’s control. Statements in this commu nication regarding Bristol - Myers Squibb, Celgene and the combined company that are forward - looking, including projections as to the anticipated benefits of the proposed transaction, the impact of the propose d transaction on Bristol - Myers Squibb’s and Celgene’s business and future financial and operating results, the amount and timing of synergies from the proposed transaction, the terms and scope of the expected fina nci ng for the proposed transaction, the aggregate amount of indebtedness of the combined company following the closing of the proposed transaction, expectations regarding cash flow generation, accretion to no n - GAAP earnings per share, capital structure, debt repayment, adjusted leverage ratio and credit ratings following the closing of the proposed transaction, Bristol - Myers Squibb’s ability and intent to conduct a share repurchase program and declare future dividend payments, the combined company’s pipeline, intellectual property protection and R&D spend, the timing and probability of a payment pursuant to the c ont ingent value right consideration, and the closing date for the proposed transaction, are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties and other factors, ma ny of which are beyond Bristol - Myers Squibb’s and Celgene’s control. These factors include, among other things, effects of the continuing implementation of governmental laws and regulations related to Medicar e, Medicaid, Medicaid managed care organizations and entities under the Public Health Service 340B program, pharmaceutical rebates and reimbursement, market factors, competitive product development and approvals , p ricing controls and pressures (including changes in rules and practices of managed care groups and institutional and governmental purchasers), economic conditions such as interest rate and currency ex cha nge rate fluctuations, judicial decisions, claims and concerns that may arise regarding the safety and efficacy of in - line products and product candidates, changes to wholesaler inventory levels, variabilit y in data provided by third parties, changes in, and interpretation of, governmental regulations and legislation affecting domestic or foreign operations, including tax obligations, changes to business or tax p lan ning strategies, difficulties and delays in product development, manufacturing or sales including any potential future recalls, patent positions and the ultimate outcome of any litigation matter. These factors als o i nclude the combined company’s ability to execute successfully its strategic plans, including its business development strategy, the expiration of patents or data protection on certain products, including assumptions ab out the combined company’s ability to retain patent exclusivity of certain products, the impact and result of governmental investigations, the combined company’s ability to obtain necessary regulatory approvals or obt aining these without delay, the risk that the combined company’s products prove to be commercially successful or that contractual milestones will be achieved. Similarly, there are uncertainties relating to a num ber of other important factors, including: results of clinical trials and preclinical studies, including subsequent analysis of existing data and new data received from ongoing and future studies; the content and timing of decisions made by the U.S. FDA and other regulatory authorities, investigational review boards at clinical trial sites and publication review bodies; the ability to enroll patients in planned clinical trial s; unplanned cash requirements and expenditures; competitive factors; the ability to obtain, maintain and enforce patent and other intellectual property protection for any product candidates; the ability to maintain ke y c ollaborations; and general economic and market conditions. Additional information concerning these risks, uncertainties and assumptions can be found in Bristol - Myers Squibb’s and Celgene’s respective filings wi th the SEC, including the risk factors discussed in Bristol - Myers Squibb’s and Celgene’s most recent Annual Reports on Form 10 - K, as updated by their Quarterly Reports on Form 10 - Q and future filings with the SEC. It should also be noted that projected financial information for the combined businesses of Bristol - Myers Squibb and Celgene is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting requirements of Regulation S - X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflect ed therein. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of Bristol - Myers Squibb or Celgene. Important risk factors could cause actua l future results and other future events to differ materially from those currently estimated by management, including, but not limited to, the risks that: a condition to the closing of the proposed acquisition may not be satisfied; a regulatory approval that may be required for the proposed acquisition is delayed, is not obtained or is obtained subject to conditions that are not anticipated; Bristol - Myers Squibb is unable to achiev e the synergies and value creation contemplated by the proposed acquisition; Bristol - Myers Squibb is unable to promptly and effectively integrate Celgene’s businesses; management’s time and attention is diverted on t ran saction - related issues; disruption from the transaction makes it more difficult to maintain business, contractual and operational relationships; the credit ratings of the combined company declines following t he proposed acquisition; legal proceedings are instituted against Bristol - Myers Squibb, Celgene or the combined company; Bristol - Myers Squibb, Celgene or the combined company is unable to retain key personnel; and th e announcement or the consummation of the proposed acquisition has a negative effect on the market price of the capital stock of Bristol - Myers Squibb and Celgene or on Bristol - Myers Squibb’s and Celgene’s o perating results. No assurances can be given that any of the events anticipated by the forward - looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of ope rations, financial condition or cash flows of Bristol - Myers Squibb or Celgene. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the proposed t ran saction and/or Bristol - Myers Squibb or Celgene, Bristol - Myers Squibb’s ability to successfully complete the proposed transaction and/or realize the expected benefits from the proposed transaction. You are ca uti oned not to rely on Bristol - Myers Squibb’s and Celgene’s forward - looking statements. These forward - looking statements are and will be based upon management’s then - current views and assumptions regarding future eve nts and operating performance, and are applicable only as of the dates of such statements. Neither Bristol - Myers Squibb nor Celgene assumes any duty to update or revise forward - looking statements, whether as a result of new information, future events or otherwise, as of any future date. Cautionary Statement Regarding Forward Looking Statements

4 NOT FOR PRODUCT PROMOTIONAL PURPOSES Creating a Leading Focused Biopharma Company ONCOLOGY: IO / SOLID TUMORS & HEMATOLOGY CARDIOVASCULAR 10 PHASE III ASSETS LEADING FRANCHISES Led by Opdivo and Yervoy as well as Revlimid and Pomalyst ROBUST EARLY - STAGE PIPELINE (PHASE I / II ASSETS) 21 ONCOLOGY: IO / Solid Tumors DEEP AND BROAD LATE - STAGE PIPELINE 20+ LIFE CYCLE MANAGEMENT OPPORTUNITIES IN IO 6 NEAR - TERM POTENTIAL NEW PRODUCT LAUNCHES 10 ONCOLOGY: Hematology CHEMISTRY BIOLOGICS CELL THERAPY Underpinned by cutting edge technologies and discovery platforms 10 IMMUNOLOGY & INFLAMMATION 9 CARDIOVASCULAR/ FIBROSIS Led by Eliquis # 1 With access to additional modality platforms through strong external partnerships PATIENT - CENTRIC INNOVATION Led by Orencia and Otezla Top 5 IMMUNOLOGY & INFLAMMATION # 1

5 NOT FOR PRODUCT PROMOTIONAL PURPOSES Key Value Drivers Marketed Products & Cashflow Cost Synergies Potential Near - Term Product Launches Early Pipeline & Platforms • Cashflows to facilitate de - leveraging • Leading c ommercial hematology platform • $2.5B run - rate expected by year 3 • Efficiencies across SG&A, R&D and Manufacturing • Luspatercept • Ozanimod • Liso - cel (JCAR017) • bb2121 • Fedratinib • Nearly doubles early stage pipeline • Cell Therapy • BCMA • Technology Platforms

6 NOT FOR PRODUCT PROMOTIONAL PURPOSES Creating a Leading Focused Biopharma Company ONCOLOGY: IO / SOLID TUMORS & HEMATOLOGY CARDIOVASCULAR 10 PHASE III ASSETS LEADING FRANCHISES Led by Opdivo and Yervoy as well as Revlimid and Pomalyst ROBUST EARLY - STAGE PIPELINE (PHASE I / II ASSETS) 21 ONCOLOGY: IO / Solid Tumors DEEP AND BROAD LATE - STAGE PIPELINE 20+ LIFE CYCLE MANAGEMENT OPPORTUNITIES IN IO 6 NEAR - TERM POTENTIAL NEW PRODUCT LAUNCHES 10 ONCOLOGY: Hematology CHEMISTRY BIOLOGICS CELL THERAPY Underpinned by cutting edge technologies and discovery platforms 10 IMMUNOLOGY & INFLAMMATION 9 CARDIOVASCULAR/ FIBROSIS Led by Eliquis # 1 With access to additional modality platforms through strong external partnerships PATIENT - CENTRIC INNOVATION Led by Orencia and Otezla Top 5 IMMUNOLOGY & INFLAMMATION # 1