SUMMIT, N.J.--(BUSINESS WIRE)--
Celgene Corporation (NASDAQ:CELG) today announced that its wholly-owned
subsidiary, Blue Magpie Corporation, has commenced its previously
announced tender offer for all outstanding shares of common stock of
Juno Therapeutics, Inc. (NASDAQ: JUNO) at a price of $87.00 per share,
net to the seller in cash, without interest and less required
withholding taxes. The tender offer is being made in connection with the
Agreement and Plan of Merger, dated January 21, 2018, by and among
Celgene, Blue Magpie Corporation and Juno.
The board of directors of Juno has determined that the offer is fair,
advisable and in the best interest of Juno and its stockholders and
recommends that the stockholders of Juno tender their shares.
The tender offer is scheduled to expire at midnight ET on March 2, 2018,
unless extended or earlier terminated.
Complete terms and conditions of the tender offer can be found in the
Offer to Purchase, Letter of Transmittal and other related materials
that will be filed by Celgene and Blue Magpie Corporation with the
Securities and Exchange Commission (the "SEC") on February 2, 2018. In
addition, on February 2, 2018, Juno will file a
Solicitation/Recommendation Statement on Schedule 14D-9 and a Schedule
13E-3 with the SEC relating to the offer.
Copies of the Offer to Purchase, Letter of Transmittal and other related
materials are available free of charge by contacting Morrow Sodali, the
information agent for the tender offer, toll-free at 800-662-5200 (or at
1-203-658-9400 collect if you are located outside the U.S. and Canada),
or by email to JUNO@morrowsodali.com,
and, when they become available, at the website maintained by the SEC at www.sec.gov.
Equiniti Trust Company is acting as depositary for the tender offer.
Celgene Corporation, headquartered in Summit, New Jersey, is an
integrated global biopharmaceutical company engaged primarily in the
discovery, development and commercialization of innovative therapies for
the treatment of cancer and inflammatory diseases through
next-generation solutions in protein homeostasis, immuno-oncology,
epigenetics, immunology and neuro-inflammation. For more information,
please visit www.celgene.com.
Follow Celgene on Social Media: @Celgene,
Juno Therapeutics, Inc. is an integrated biopharmaceutical company
focused on developing innovative cellular immunotherapies for the
treatment of cancer. Founded on the vision that the use of human cells
as therapeutic entities will drive one of the next important phases in
medicine, Juno has developed cell-based cancer immunotherapies based on
chimeric antigen receptor and high-affinity T cell receptor technologies
to genetically engineer T cells to recognize and kill cancer. Several
product candidates have shown compelling clinical responses in clinical
trials in refractory leukemia and lymphoma conducted to date.
Additional Information about the Transaction and Where to Find It
This news release and the description contained herein is for
informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any shares of Juno. Celgene and its
subsidiary, Blue Magpie Corporation, intend to file with the SEC a
Tender Offer Statement on Schedule TO containing an offer to purchase, a
form of letter of transmittal and other documents relating to the tender
offer, and Juno intends to file a Solicitation/Recommendation Statement
on Schedule 14D-9 with respect to the tender offer. Celgene, Blue Magpie
Corporation and Juno intend to mail these documents to the stockholders
of Juno. THESE DOCUMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER
AND JUNO STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME
AVAILABLE. STOCKHOLDERS OF JUNO WILL BE ABLE TO OBTAIN A FREE COPY OF
THESE DOCUMENTS (WHEN THEY BECOME AVAILABLE) AND OTHER DOCUMENTS FILED
BY JUNO, CELGENE OR BLUE MAGPIE CORPORATION WITH THE SEC AT THE WEBSITE
MAINTAINED BY THE SEC AT WWW.SEC.GOV.
In addition, stockholders may obtain a free copy of these documents
(when they become available) by contacting Morrow Sodali, the
information agent for the tender offer, toll-free at (800) 662-5200 (or
at +1 (203) 658-9400 collect if you are located outside the U.S. and
Canada), or by email to JUNO@morrowsodali.com.
This press release contains forward-looking statements, which are
generally statements that are not historical facts. Forward-looking
statements can be identified by the words "expects," "anticipates,"
"believes," "intends," "estimates," "plans," "will," "outlook" and
similar expressions. Forward-looking statements are based on
management's current plans, estimates, assumptions and projections, and
speak only as of the date they are made. Celgene and Juno undertake no
obligation to update any forward-looking statement in light of new
information or future events, except as otherwise required by law.
Forward-looking statements involve inherent risks and uncertainties,
most of which are difficult to predict and are generally beyond the
control of either company, including the following: (a) the occurrence
of any event, change or other circumstance that could give rise to the
termination of the merger agreement; (b) the inability to complete the
transaction due to the failure to satisfy conditions to the transaction;
(c) the risk that the proposed transaction disrupts current plans and
operations; (d) difficulties or unanticipated expenses in connection
with integrating Juno into Celgene; (e) the risk that the acquisition
does not perform as planned; and (f) potential difficulties in employee
retention following the closing of the transaction. Actual results or
outcomes may differ materially from those implied by the forward-looking
statements as a result of the impact of a number of factors, many of
which are discussed in more detail in the public reports of each company
filed with the SEC.
View source version on businesswire.com: http://www.businesswire.com/news/home/20180202005228/en/
Source: Celgene Corporation
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