Celgene $239 Million Securities Class Action Settlement

Investors who purchased Celgene Corp. publicly traded common stock between April 27, 2017, and April 27, 2018, may be eligible to claim a cash payment from a class action settlement.

Celgene Corp. agreed to pay $239 million to settle a class action lawsuit alleging it made false and misleading statements about certain pharmaceutical products and product candidates, including GED 0301, Otezla and Ozanimod.

Who can file a claim?

The settlement class includes investors who purchased or otherwise acquired Celgene Corp. publicly traded common stock between April 27, 2017, and April 27, 2018, and were injured thereby.

Additional details

• Both individuals and entities, such as corporations, trusts, estates and partnerships, may be class members.
• Authorized representatives may submit claims on behalf of beneficial owners subject to the requirements of the claim form.
• Executors, administrators, guardians, legal representatives or trustees may submit claims on behalf of others and must provide proof of authority.
• Investors who held shares solely through an ERISA-covered employee benefit or retirement plan are not eligible to file individual claims. Plan trustees must submit claims related to ERISA plans.
• Each legal entity or separately managed account must submit a separate claim.

How much can class members get?

The total settlement fund is $239,000,000. The amount each class member receives depends on several factors:

• The number of valid claims submitted
• The number of shares purchased or acquired during the class period
• The timing of each investor purchase, sale and holding
• The total recognized losses of all claimants

The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:

• The estimated average distribution per allegedly damaged share is approximately $0.57 before deductions for taxes, notice and administration costs, and attorneys’ fees and expenses.
• The estimated average distribution after deductions is approximately $0.43 per allegedly damaged share.
• Actual payments may be higher or lower depending on individual claims and the total number of valid claims.
• The settlement administrator will calculate each class member’s payment based on the recognized loss amount assigned to each transaction.
• Recognized loss amounts depend on purchase and sale timing. The settlement administrator will calculate them using the court-approved plan of allocation, including Table A (Page 20 of the settlement notice) and a 90-day look back framework.
• The plan of allocation applies different formulas depending on when class members held or sold shares:
• For shares purchased and sold before Oct. 25, 2017, the recognized loss is $0.
• For shares sold between Oct. 26, 2017, and April 27, 2018, the recognized loss is the lesser of the applicable artificial inflation amounts at purchase and sale or the out of pocket loss as set forth in Table A.
• For shares sold between April 28, 2018, and July 27, 2018, the recognized loss is the least of artificial inflation per share on the date of purchase as stated in Table A, purchase price minus sale price or purchase price minus the average closing price between April 30, 2018, and the date of sale as stated in Table B (Page 20 of the settlement notice).
• For shares held as of the close of trading on July 27, 2018, the recognized loss is the lesser of artificial inflation per share on the date of purchase as stated in Table A or purchase price minus $81.48, the average closing price for Celgene common stock from April 30, 2018, through July 27, 2018.

• Artificial inflation per share depends on the purchase date:
• April 27, 2017, through Oct. 25, 2017: $12.37 per share
• Oct. 26, 2017, through Oct. 29, 2017: $7.42 per share
• Oct. 30, 2017, through Feb. 27, 2018: $10.58 per share
• Feb. 28, 2018, through April 27, 2018: $2.82 per share

• If total recognized losses exceed the net settlement fund, the settlement administrator will reduce payments on a pro rata basis.
• Class members whose payment would be less than $10 will not receive a payout.

How to claim a settlement payment

Class members can file a claim online or download, print and complete the PDF claim form and mail it to the settlement administrator. The claim deadline is April 13, 2026.

Settlement administrator's mailing address: Celgene Corp. Securities Litigation, c/o JND Legal Administration, P.O. Box 91422, Seattle, WA 98111

Proof or documentation required to submit a claim

All class members must provide the last four digits of their Social Security number or full taxpayer identification number. They must also provide purchase, acquisition and sale information, including:

• Trade dates
• Number of shares purchased, acquired or sold
• Total purchase, sale or acquisition price

Class members must also provide documentation to support their transactions in Celgene common stock. Acceptable proof includes:

• Broker confirmation slips
• Broker account statements
• Authorized statements from a broker, financial advisor or financial institution containing the transactional information found in a confirmation slip
• Other documentation the settlement administrator deems adequate

Claimants must also provide proof of holdings at the beginning and end of the relevant periods. Self-created documents are not sufficient. Screenshots from online trading platforms may be acceptable if they include all required transaction details and clearly identify the account owner name.

Payout options

• Physical check

$239 million settlement fund

The $239,000,000 settlement fund includes:

• Settlement administration costs: To be determined
• Attorneys’ fees: Up to $53,058,000
• Attorneys’ expenses: Up to $5,750,000
• Payments to eligible class members: Remainder of the fund

Important dates

• Deadline to file a claim: April 13, 2026
• Final approval hearing: May 4, 2026

When is the Celgene securities class action settlement payout date?

The settlement administrator will issue payments after the court grants final approval, resolves any appeals and completes claim processing. Distribution typically takes several months following final approval.

Why did this class action settlement happen?

The lawsuit alleged Celgene and certain executives made false and misleading statements regarding the development, regulatory prospects and commercial outlook of several drug candidates. The plaintiffs claimed these statements inflated Celgene’s stock price and caused investor losses when corrective information entered the market.

Celgene denied all allegations of wrongdoing but agreed to settle to avoid the costs, risks and delays of continued litigation.

Sources

1. Class notice
2. Claim form
3. Settlement website FAQ page
4. Settlement agreement