- Acquisition Will Add Novel Scientific
Platform and Manufacturing Expertise to Celgene’s Research and
Operational Capabilities
- JCAR017 is Expected to be a Significant
Growth Driver Beyond 2020 with Potential Global Peak Sales of
Approximately $3B
- Reaffirming 2020 Financial Targets of
$19B-$20B in Total Net Product Sales and Adjusted EPS Greater Than
$12.50
Celgene Corporation (NASDAQ:CELG) and Juno Therapeutics, Inc.
(NASDAQ:JUNO) today announced the signing of a definitive merger
agreement in which Celgene has agreed to acquire Juno. Under the
terms of the merger agreement, Celgene will pay $87 per share in
cash, or a total of approximately $9 billion, net of cash and
marketable securities acquired and Juno shares already owned by
Celgene (approximately 9.7% of outstanding shares). The transaction
was approved by the boards of directors of both companies.
Juno is a pioneer in the development of CAR (chimeric antigen
receptor) T and TCR (T cell receptor) therapeutics with a broad,
novel portfolio evaluating multiple targets and cancer indications.
Adding to Celgene’s lymphoma program, JCAR017 (lisocabtagene
maraleucel; liso-cel) represents a potentially best-in-class
CD19-directed CAR T currently in a pivotal program for relapsed
and/or refractory diffuse large B-cell lymphoma (DLBCL). Regulatory
approval for JCAR017 in the U.S. is expected in 2019 with potential
global peak sales of approximately $3 billion.
“The acquisition of Juno builds on our shared vision to discover
and develop transformative medicines for patients with incurable
blood cancers,” said Mark J. Alles, Celgene’s Chief Executive
Officer. “Juno’s advanced cellular immunotherapy portfolio and
research capabilities strengthen Celgene’s global leadership in
hematology and adds new drivers for growth beyond 2020.”
“The people at Juno channel their passion for science and
patients towards a common goal of finding cures by creating cell
therapies that help people live longer, better lives,” said Hans
Bishop, Juno’s President and Chief Executive Officer. “Continuing
this work will take scientific prowess, manufacturing excellence
and global reach. This union will provide all three.”
The acquisition will also add a novel scientific platform and
scalable manufacturing capabilities which will complement Celgene’s
leadership in hematology and oncology. In collaboration with Juno’s
team in Seattle, Celgene plans to expand its existing center of
excellence for immuno-oncology translational medicine by leveraging
Juno’s research and development facility in Seattle, WA as well as
Juno’s manufacturing facility in Bothell, WA.
Strategic Rationale for Acquiring Juno
Upon completion of the acquisition of Juno, Celgene will be
positioned to become a preeminent cellular immunotherapy company.
The strategic advantages of this acquisition will include the
opportunity to:
- Leverage a novel scientific platform
and scalable manufacturing capabilities to position Celgene at the
forefront of future advances in the science of cellular
immunotherapy
- Accelerate Juno’s pipeline development
to capture the full potential of cellular immunotherapy
- JCAR017, a pivotal stage asset, with an
emerging favorable profile in DLBCL, is expected to add
approximately $3 billion in peak sales and significantly strengthen
Celgene’s lymphoma portfolio
- JCARH125 will enhance Celgene’s
campaign against BCMA (B-cell maturation antigen), a key target in
multiple myeloma
- Additional cellular therapy assets in
proof-of-concept trials for hematologic malignancies and solid
tumors will add to Celgene’s existing pipeline
- Accelerate revenue diversification with
meaningful growth drivers beyond 2020
- Capture 100% of the global economics on
all Juno’s cellular immunotherapy assets
Terms of the Agreement
Celgene will acquire all the outstanding shares of common stock
of Juno through a tender offer for $87 per share in cash, or an
aggregate of approximately $9 billion, net of cash and marketable
securities acquired and Juno shares already owned by Celgene. The
transaction has been approved by the boards of directors of both
companies and is subject to customary closing conditions, including
the tender of a number of shares of Juno common stock, that when
taken together with the shares of Juno common stock already
directly and indirectly owned by Celgene, represent at least a
majority of outstanding shares of Juno common stock, and expiration
of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. The transaction is anticipated
to close in Q1:18.
Celgene expects to fund the transaction through a combination of
existing cash and new debt. The resulting capital structure will be
consistent with Celgene’s historical financial strategy and strong
investment grade profile providing the financial flexibility to
pursue Celgene’s strategic priorities and take actions to drive
post 2020 growth.
The acquisition is expected to be dilutive to adjusted EPS
(earnings per share) in 2018 by approximately $0.50 and is expected
to be incrementally additive to net product sales in 2020. There is
no change to the previously disclosed 2020 financial targets of
total net product sales of $19 billion to $20 billion and adjusted
EPS greater than $12.50.
J.P. Morgan Securities LLC is acting as financial advisor to
Celgene on the transaction. Morgan Stanley & Co. LLC is acting
as financial advisor to Juno. Legal counsel for Celgene is
Proskauer Rose LLP and Hogan Lovells, and Juno’s legal counsel is
Skadden, Arps, Slate, Meagher and Flom, LLP.
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 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.
About the Juno-Celgene Collaboration
Celgene and Juno entered into a strategic collaboration in June
2015 under which the two companies would leverage T cell
therapeutic strategies to develop treatments for patients with
cancer and autoimmune diseases with an initial focus on CAR T and
TCR technologies. In April 2016, Celgene exercised its option to
develop and commercialize the Juno CD19 program outside North
America and China.
Conference Call and Webcast Information
Celgene will host a conference call today, January 22, to
discuss the strategic acquisition of Juno Therapeutics at 8 a.m.
ET. The conference call will be available by webcast on the
Investor Relations page of Celgene’s website, www.celgene.com. An
audio replay of the call will be available from midnight January
22, 2018 until midnight January 29, 2018. To access the replay in
the U.S., dial (855) 859-2056; outside the U.S. dial (404)
537-3406. The participant passcode is 5849728, Pin 2553.
Additional Information about the Transaction and Where to
Find It
The tender offer described herein has not yet commenced. 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. At the time the tender offer is commenced, Celgene
and its wholly owned subsidiary, Blue Magpie Corporation, intend to
file with the U.S. 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 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 WILL BE ABLE TO OBTAIN A FREE COPY OF THESE
DOCUMENTS (WHEN THEY BECOME AVAILABLE) FROM THE INFORMATION AGENT
NAMED IN THE OFFER TO PURCHASE OR FROM CELGENE.
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. Each of 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 each company’s Annual Report on Form
10-K and other reports filed with the Securities and Exchange
Commission.
Hyperlinks are provided as a convenience and for informational
purposes only. Neither Celgene nor Juno bear responsibility for the
security or content of external websites.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180122005858/en/
For
Celgene:Investors:908-673-9628investors@celgene.comorMedia:908-673-2275media@celgene.com
JUNO THERAPEUTICS, INC. (NASDAQ:JUNO)
Historical Stock Chart
Von Mär 2025 bis Apr 2025
JUNO THERAPEUTICS, INC. (NASDAQ:JUNO)
Historical Stock Chart
Von Apr 2024 bis Apr 2025
