Celgene Corporation Announces Pricing of $325 Million Convertible Note Offering

30.05.2003

- Transaction Highlights: 1.75% Coupon and 50.0% Conversion Premium

Celgene Corporation announced today that it agreed to privately place $325 million aggregate principal amount of Convertible Notes due 2008. These Notes will be convertible into Celgene Corporation common stock at a conversion price of $48.45 per share (reflecting a premium of 50%, relative to the NASDAQ closing price for Celgene common stock of $32.30 on May 28, 2003), and will bear interest at a rate of 1.75% per annum. The Company has granted the initial purchaser of the Notes a 30-day option to purchase an additional $75 million principal amount of the Notes. The placement of the notes is expected to close on June 3, 2003.

Celgene expects to use the net proceeds of the offering for general corporate purposes. The Notes will be convertible into shares of the Company's common stock upon the occurrence of certain events. The offering is being made by means of an offering memorandum to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended.

The Notes and the common stock issuable upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy the Notes. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended.

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