UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Abraxis BioScience, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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This filing consists of an employee FAQ memorandum circulated on July 1, 2010 in connection with the
proposed transaction between Abraxis BioScience, Inc. and Celgene Corporation.
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Abraxis BioScience Employee FAQ
July 1, 2010
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Celgene
Corporation (
www.celgene.com
; Nasdaq: CELG), headquartered in Summit, New Jersey, is an integrated global 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.
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2.
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What are the terms of the agreement?
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Under the terms of the merger agreement, Celgene will pay for each share of Abraxis BioScience common stock a combination of $58.00 in
cash, 0.2617 shares of Celgene common stock and one Contingent Value Right (CVR). Each CVR will entitle its holder to receive a pro rata share of the following payments:
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$250 million cash payment upon certain U.S. approval of
ABRAXANE
®
by FDA for NSCLC with progression-free survival claim in U.S. label
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•
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$300 million in cash upon the approval of
ABRAXANE
®
by FDA for pancreatic cancer with overall survival claim in U.S. label.
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•
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$100 million cash payment upon FDA approval of
ABRAXANE
®
for pancreatic cancer by April 1, 2013.
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•
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Potential cash royalty payments upon achievement of certain
ABRAXANE
®
and nab-pipeline products net revenue thresholds.
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3.
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Why did we choose to partner with Celgene?
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We believe the transaction will provide significant value to our stockholders. Moreover, as you have read in the press
release, the acquisition of Abraxis BioScience by Celgene is an exceptional strategic fit – Celgene is an ideal entrepreneurial and scientific partner for our organization. Celgene has a proven track record of success in developing and
marketing specialized cancer therapies. Celgene is also committed to leveraging our clinical and commercial capabilities to provide metastatic breast cancer patients with an innovative treatment in
ABRAXANE
®
. By combining our two organizations, we can create an enterprise that far exceeds the sum of its
parts. We will be able to combine our many complementary strengths and advance our collective commitment to improving cancer patient care worldwide through
innovative science. We strongly believe that by combining our two organizations we will maximize the delivery of
ABRAXANE
®
and our pipeline products to cancer patients.
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4.
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What is the proposed timing for the transaction?
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The transaction has been approved by the Board of Directors of both companies and is subject to customary closing conditions, including
the approval of the acquisition by stockholders of Abraxis Bioscience and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Dr. Soon-Shiong and his related entities, which
together hold approximately 80% of the Company’s shares, has agreed to vote their shares in favor of the merger. We anticipate that the transaction will close in Q4, 2010.
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5.
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How will this impact Abraxis BioScience employees?
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There are still many decisions that need to be made about how our companies will be combined, most of which will not occur until we
outline and implement an integration plan. Our goal is to optimize talent and resources from both organizations. We will keep you updated with information as quickly as we can once we are in a position to do so.
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6.
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What is going to happen to my Abraxis BioScience equity?
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As noted above, under the terms of the merger agreement, stockholders will receive, for each share of Abraxis BioScience they own, $58.00
in cash and 0.2617 shares of Celgene common stock, which we refer to as the “upfront merger consideration,” and one CVR. After the closing of the transaction, Abraxis BioScience will become part of Celgene and will no longer be traded on
Nasdaq.
At the closing of the transaction, employees with Abraxis equity will benefit from accelerated vesting of their RSUs,
stock options and SARs.
Employees who hold RSUs at closing will receive the pre-closing value of the upfront consideration and
one CVR for each RSU they then hold. The pre-closing value of the upfront consideration will be calculated by adding $58.00 and the result obtained by multiplying 0.2617 by the average of the closing sale prices for the Celgene shares over the ten
trading days ending on the seventh trading day before closing.
Employees who, at closing, hold stock options or SARs that have
an exercise or base price below the pre-closing value of the upfront consideration will receive in the merger, for each such option or SAR:
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an amount of cash equal to the difference between the pre-closing value of the upfront consideration and the exercise or base price applicable to that
option or SAR, and
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For example, if an employee holds options or SARs for 100 shares with an exercise or base price of $30.00 and the pre-closing value of the
upfront consideration is $70.00, that employee will receive at closing, for his or her options or SARs, $4,000, calculated by first subtracting $30.00 from $70.00 to get $40.00 and multiplying that result by 100, the number of stock options or SARs
held by the employee.
Stock options and SARs that have an exercise or base price above the pre-closing value of the upfront
consideration (i.e., they are “underwater”) will be cancelled at closing. However, prior to closing, holders of these underwater options and SARs will be given the opportunity to receive a CVR at closing for each of these options or SARs
by paying to the Company cash in an amount equal to the difference between the pre-closing value of the upfront consideration and the exercise or base price of the applicable option or SAR.
All cash payments that employees will be entitled to receive at closing for their RSUs, stock options and SARs will be subject to
applicable tax withholding.
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7.
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Are there restrictions on exercising options, buying or selling stock prior to the close?
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There are no restrictions prior to the close other than the normal Blackout Periods for select employees.
The
CVRs will be freely transferable securities that will be registered with the SEC and will be traded on the NASDAQ Capital Market. As noted above, each CVR will entitle its holder to receive a pro rata share of the following payments:
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o
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$250 million cash payment upon certain U.S. approval of
ABRAXANE
®
by FDA for NSCLC with progression-free survival claim in U.S. label
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o
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$300 million in cash upon the approval of
ABRAXANE
®
by FDA for pancreatic cancer with overall survival claim in U.S. label.
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o
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$100 million cash payment upon FDA approval of
ABRAXANE
®
for pancreatic cancer by April 1, 2013.
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o
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Potential cash royalty payments upon achievement of certain
ABRAXANE
®
and nab-pipeline products net revenue thresholds.
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9.
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What are the next steps?
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After we have received regulatory clearance and the transaction has closed, our management will be working with Celgene’s management
on an integration plan. As these discussions progress, we will provide you with updates as appropriate. In the mean time, we will continue to operate our business in the ordinary course.
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10.
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What changes will take place in my daily work?
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Until the closing of the transaction (anticipated for Q4), we don’t anticipate any change in your daily work responsibilities. Our
leadership team will continue to manage all aspects of our business.
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11.
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What happens to employee benefits?
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Until the transaction closes, you will continue to have the same employee benefits. After the deal closes, in general, Celgene has agreed
to provide employees with salary, cash bonus opportunities and employee benefits (including equity-based benefits) that are not materially less favorable in the aggregate than they had prior to the transaction.
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12.
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How will this transaction impact my salary and bonus plan?
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We don’t foresee any changes for 2010.
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13.
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What if someone asks me questions about the transaction?
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Please refer any inquiries to Investor Relations, Maili Bergman or our Legal department.
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14.
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Who else can I speak to regarding these changes?
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Our Employee Assistance Program (EAP) provides confidential assistance 24 hours a day, 7 days a week to help you and/or your dependants.
Employees may contact our EAP at (800) 854-1446 and speak with a counsellor at any time.
Additional Information
Celgene will file a registration statement, and Abraxis Bioscience will file a proxy statement, with the Securities and Exchange Commission (SEC) relating
to the proposed transaction. Abraxis stockholders are advised to read the registration and proxy statements when they become available because they will contain important information. Investors may obtain a free copy of the registration and
proxy statements (when they become available) and other relevant documents filed by Celgene and Abraxis with the SEC at the SEC’s Web site at http://www.sec.gov. In addition, 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.
Abraxis and its directors and executive officers will be deemed to be participants in the solicitation of proxies from the Abraxis
stockholders in connection with the proposed transaction. Information concerning the interests of Abraxis’ participants in the solicitation, which may be different than those of Abraxis’ stockholders generally, is set forth in the
amendment filed with the SEC on April 26, 2010 to Abraxis’ Annual Report on Form 10-K for the year ended December 31, 2009, and will be described in the proxy statement relating to the merger
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