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.
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 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.
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.
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