Bristol Myers Squibb to Acquire Celldex Therapeutics for $5.1B

TL;DR

BMS is buying CDLX for $5.1B cash, deal expected Q3.

AI Summary

Celldex Therapeutics, Inc. announced on June 13, 2024, that it has entered into a definitive agreement to be acquired by Bristol Myers Squibb Company for approximately $44 per share in cash, totaling around $5.1 billion. This acquisition is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This significant acquisition by a major pharmaceutical company highlights the value and potential of Celldex's pipeline, potentially accelerating the development of new cancer therapies.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, including regulatory approvals, which could delay or prevent the transaction.

Key Numbers

• $5.1B — Acquisition Value (Total cash consideration for Celldex Therapeutics)
• $44 — Price Per Share (Cash amount offered for each share of Celldex Therapeutics)

Key Players & Entities

• Celldex Therapeutics, Inc. (company) — Registrant
• Bristol Myers Squibb Company (company) — Acquiring company
• $5.1 billion (dollar_amount) — Total acquisition value
• $44 per share (dollar_amount) — Acquisition price per share
• June 13, 2024 (date) — Date of agreement
• third quarter of 2024 (date) — Expected closing period

FAQ

Filing Documents

• tm2417134d1_8k.htm (8-K) — 43KB
• tm2417134d1_ex10-1.htm (EX-10.1) — 9KB
• 0001104659-24-071512.txt ( ) — 226KB
• cldx-20240613.xsd (EX-101.SCH) — 3KB
• cldx-20240613_lab.xml (EX-101.LAB) — 33KB
• cldx-20240613_pre.xml (EX-101.PRE) — 22KB
• tm2417134d1_8k_htm.xml (XML) — 4KB

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 13, 2024 at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Celldex Therapeutics, Inc. (the "Company"), the Company's stockholders approved an amendment (the "Plan Amendment") to the Company's 2021 Omnibus Equity Incentive Plan (the "2021 Plan") (i) increasing the number of shares available for issuance under the 2021 Plan by 3,200,000 shares and (ii) increasing the non-employee director award limitation. The Plan Amendment became effective following its approval by the Company's stockholders. The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On June 13, 2024, at the Annual Meeting, the stockholders voted on the four proposals listed below. The proposals are described in detail in the Company's definitive proxy The final results for the votes regarding each proposal are set forth below. 1. The stockholders elected the following individuals to serve on the Company's board of directors until the annual meeting of stockholders to be held in 2025. The tabulation of votes with respect to the election of such directors was as follows: Nominees For Against Abstain Broker Non-Votes Karen L. Shoos (Chair of the Board) 54,662,615 791,355 113,213 2,522,112 Anthony S. Marucci (Chief Executive Officer) 54,704,706 749,690 112,787 2,522,112 Keith L. Brownlie 54,774,708 679,666 112,809 2,522,112 Cheryl L. Cohen 54,830,898 622,096 114,189 2,522,112 Herbert J. Conrad 53,985,260 1,469,124 112,799 2,522,112 Rita I. Jain, M.D. 54,826,340 627,680 113,163 2,522,112 James J. Marino 54,670,676 783,775 112,732 2,522,112 Garry A. Neil, M.D. 54,807,327 645,682 114,174 2,522,112 Harry H. Penner, Jr. 54,658,404 795,521 113,258 2,522,112 2. The stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. The tabulation of votes with respect to this proposal was as follows: For Against Abstain 57,840,728 122,376 126,191 3. The stockholders approved an amendment to our 2021 Omnibus Equity Incentive Plan, including an increase in the number of the shares reserved for issuance thereunder by 3,200,000 shares to 7,500,000 shares. The tabulation of votes with respect to this proposal was as follows: For Against Abstain Broker Non-Votes 53,889,397

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 10.1 Amendment No. 2 to Celldex Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -3-

SIGNATURES

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. CELLDEX THERAPEUTICS, INC. Dated: June 14, 2024 By: /s/ Sam Martin Name: Sam Martin Title: Senior Vice President and Chief Financial Officer -4-

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View this 8-K filing on SEC EDGAR