Written Communication Relating to an Issuer or Third Party (sc To-c)
18 7월 2015 - 6:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July
17, 2015
CELGENE CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware |
|
001-34912 |
|
22-2711928 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
86
Morris Avenue, Summit, New Jersey |
|
07901 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code: (908) 673-9000
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| x | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 OTHER
EVENTS
In connection with the recently disclosed acquisition
of Receptos, Inc. for approximately $7.2 billion, net of cash acquired, Celgene Corporation (the “Company”) will
finance the acquisition with a combination of cash on hand and approximately $5.0 billion of senior notes pursuant to a
public offering. The Company also expects to offer up to an additional $3 billion of senior notes for general
corporate purposes consistent with the Company’s normal financing activity before year-end. The aggregate amounts of
these anticipated debt financings were taken into consideration in our previously disclosed 2015 guidance and investment
grade profile, each of which remains unchanged.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
N/A
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 |
|
|
Date: July 17, 2015 |
By: |
/s/ Peter N.
Kellogg |
|
|
Peter N. Kellogg |
|
|
Executive Vice President and |
|
|
Chief Financial Officer |
RECEPTOS, INC. (NASDAQ:RCPT)
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RECEPTOS, INC. (NASDAQ:RCPT)
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