Filing Details

Accession Number:
0001209191-10-050700
Form Type:
4
Zero Holdings:
No
Publication Time:
2010-10-18 18:50:23
Reporting Period:
2010-10-15
Filing Date:
2010-10-18
Accepted Time:
2010-10-18 18:50:23
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1409012 Abraxis Bioscience Inc. ABII Pharmaceutical Preparations (2834) 300431735
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
816284 Celgene Corp /De/ 86 Morris Avenue
Summit NJ 07901
No No Yes No
1496222 Artistry Acquisition Corp. 86 Morris Avenue
Summit NJ 07901
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2010-10-15 40,735,300 $0.00 100 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
Footnotes
  1. This form is a joint filing by Celgene Corporation, a Delaware corporation ("Parent") and Artistry Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub").
  2. This Form 4 relates to shares of common stock, par value $0.001 per share (the "Shares"), of Abraxis BioScience, Inc., a Delaware corporation ("Abraxis").
  3. Amount includes all the Shares acquired pursuant to the Agreement and Plan of Merger, dated as of June 30, 2010 (the "Merger Agreement"), by and among Parent, Merger Sub and Abraxis. Merger Sub was merged with and into Abraxis with Abraxis surviving the merger as a wholly-owned subsidiary of Parent (the "Merger") upon the terms and subject to the conditions of the Merger Agreement. At the effective time of the Merger, all Shares were cancelled and ceased to exist.
  4. Abraxis stockholders received, for each Share that they owned: (a) $58.00 in cash, without interest, (b) 0.2617 of a share of common stock of Parent, and (c) one contingent value right issued by Parent.
  5. Prior to the Merger, Parent held 100 shares of the common stock, par value $0.001 per share, of Merger Sub (the "Merger Sub Shares"), which represented all of the issued and outstanding capital stock of Merger Sub. At the effective time of the Merger, each Merger Sub Share was converted into one share of common stock, par value $0.001 per share, of Abraxis, as the surviving corporation of the Merger, and as a result Parent acquired 100% of the equity interest of Abraxis.