Celgene Receives Antitrust Clearance for Juno Acquisition
February 21 2018 - 6:30AM
Business Wire
Celgene Corporation (NASDAQ:CELG) today announced that the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 ("HSR") with respect to the previously
announced tender offer by Celgene’s wholly owned subsidiary, Blue
Magpie Corporation, for all issued and outstanding shares of common
stock of Juno Therapeutics, Inc. (NASDAQ:JUNO) for $87.00 per
share, net to the seller in cash, without interest and less
required withholding taxes, and subsequent merger of Blue Magpie
with Juno, expired at 11:59 p.m. ET on February 20, 2018. The
expiration of the HSR waiting period satisfies one of the
conditions to the closing of the pending acquisition, which remains
subject to other customary closing conditions. Celgene expects the
transaction to close in the first quarter of 2018.
The tender offer is scheduled to expire at midnight ET on March
2, 2018, unless extended or earlier terminated.
About Celgene
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, Pinterest, LinkedIn, Facebook and
YouTube.
About Juno
Juno Therapeutics, Inc. is building 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, have filed with the
Securities and Exchange Commission (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 has also filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer. THESE
DOCUMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND JUNO
STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY. STOCKHOLDERS OF JUNO
MAY OBTAIN A FREE COPY OF THESE DOCUMENTS 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 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.
Forward-Looking Statements
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 undertakes 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
the 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 the Company filed
with the SEC.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180221005656/en/
Investors:908-673-9628investors@celgene.comorMedia:908-673-2275media@celgene.com
JUNO THERAPEUTICS, INC. (NASDAQ:JUNO)
Historical Stock Chart
From Jan 2025 to Feb 2025
JUNO THERAPEUTICS, INC. (NASDAQ:JUNO)
Historical Stock Chart
From Feb 2024 to Feb 2025