• 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

{{image}}Summit, NJ and Seattle, WA (Press Release) – 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.

Source: Celgene.