Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS Acquisitions Business Combination Celgene On November 20, 2019, BMS completed the Celgene acquisition. The acquisition is expected to create a leading biopharmaceutical company, well positioned for sustained innovation and long-term growth and to address the needs of patients with cancer, inflammatory, immunologic or cardiovascular diseases through high-value innovative medicines and leading scientific capabilities. Each share of Celgene common stock was converted into a right to receive one share of BMS common stock and $50.00 in cash. Celgene shareholders also received one tradeable contingent value right (“CVR”) for each share of Celgene common stock representing the right to receive $9.00 in cash, subject to the achievement of future regulatory milestones. The aggregate cash paid in connection with the Celgene acquisition was $35.7 billion (or $24.6 billion net of cash acquired). BMS funded the acquisition through cash on-hand and debt proceeds, as described in “—Note 9. Financial Instruments and Fair Value Measurements.” The transaction was accounted for as a business combination which requires that assets acquired and liabilities assumed be recognized at their fair value as of the acquisition date. The purchase price allocation is preliminary and subject to change, including the valuation of inventory, property, plant and equipment and intangible assets and income taxes and legal contingencies among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date. The total consideration for the acquisition consisted of the following: (a) The closing price of CVR is based on the first trade on November 21, 2019. (b) Fair value of the awards attributed to post-combination services of $1.0 billion will be included in compensation costs. Refer to “—Note 18. Employee Stock Benefit Plans” for more information. 71 Amounts in Millions, Except Per Share Data Total Consideration Celgene shares outstanding at November 19, 2019 714.9 Cash per share $ 50 Cash consideration for outstanding shares 35,745 Celgene shares outstanding at November 19, 2019 714.9 Closing price of BMS common stock on November 19, 2019 $ 56.48 Estimated fair value of share consideration 40,378 Celgene shares outstanding at November 19, 2019 714.9 Closing price of CVR (a) $ 2.30 Fair value of CVRs 1,644 Fair value of replacement options 1,428 Fair value of replacement restricted share awards 987 Fair value of CVRs issued to option and share award holders 87 Fair value of share-based compensation awards attributable to pre-combination service (b) 2,502 Total consideration transferred $ 80,269