Filing Details
- Accession Number:
- 0001571049-18-000074
- Form Type:
- 13D Filing
- Publication Date:
- 2018-02-02 16:38:42
- Filed By:
- Celgene Corp /de/
- Company:
- Juno Therapeutics Inc. (NASDAQ:JUNO)
- Filing Date:
- 2018-02-02
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| CELGENE CORPORATION | 0 | 11,109,160 | 0 | 11,109,160 | 11,109,160 | 9.7% |
Filing
CALCULATION OF FILING FEE
| | | ||||||
| Transaction Valuation* | | | Amount of Filing Fee** | | |||
| $9,412,756,548 | | | | $ | 1,171,888.19 | | |
| | |||||||
*
Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Transaction Valuation was calculated on the basis of (a) 108,192,604 shares of common stock, $0.0001 par value per share (the “Shares”), of Juno Therapeutics, Inc. (“Juno”), the estimated maximum number of Shares that may be acquired in this tender offer (representing (i) 104,136,136 Shares outstanding (excluding Shares (A) owned by Celgene Corporation (“Celgene”), Blue Magpie Corporation (“Purchaser”) or any other direct or indirect wholly-owned subsidiary of Celgene, (B) owed by Juno (including Shares held in treasury) and (C) constituting unvested restricted stock) and (ii) (A) 3,722,230 Shares issuable upon the exercise of outstanding options exercisable prior to March 2, 2018, (B) 269,385 Shares underlying unvested restricted stock units that vest prior to March 2, 2018 and (C) 64,853 Shares of unvested restricted stock that vest prior to March 2, 2018), multiplied by (b) the offer price of $87.00 per Share. The foregoing share figures have been provided by Juno to Celgene and Purchaser and are as of January 26, 2018, the most recent practicable date.
**
The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and equals $124.50 per $1,000,000 of transaction value.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| | Amount Previously Paid: | | | n/a | | | Filing Party: | | | n/a | |
| | Form of Registration No.: | | | n/a | | | Date Filed: | | | n/a | |
☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒
third-party tender offer subject to Rule 14d-1.
☐
issuer tender offer subject to Rule 13e-4.
☒
going-private transaction subject to Rule 13e-3.
☒
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
| | (a)(5)(G) | | | Press Release issued by Celgene on February 2, 2018 | |
| | (b) | | | Second Amended and Restated Credit Agreement among Celgene, the lender parties named therein, and Citibank, N.A., as administrative agent, dated as of April 17, 2015 (incorporated by reference to Exhibit 10.1 to Celgene’s Current Report on Form 8-K filed on April 20, 2015), as amended by FIRST AMENDMENT thereto dated as of July 29, 2015 (incorporated by reference to Exhibit 10.1 to Celgene’s Quarterly Report on Form 10-Q filed on May 3, 2016), as further amended by AMENDMENT NO. 2 thereto dated as of April 18, 2016 (incorporated by reference to Exhibit 10.2 to Celgene’s Quarterly Report on Form 10-Q filed on May 3, 2016), as further amended by AMENDMENT NO. 3 dated April 17, 2017 (incorporated by reference to Exhibit 10.2 to Celgene’s Quarterly Report on Form 10-Q filed on April 27, 2017) | |
| | (d)(1) | | | Agreement and Plan of Merger, dated as of January 21, 2018, by and among Purchaser, Celgene and Juno (incorporated by reference to Exhibit 2.1 to Celgene’s Current Report on Form 8-K filed on January 22, 2018) | |
| | (d)(2) | | | Amended and Restated Master Research and Collaboration Agreement, dated August 13, 2015, by and among Celgene, Celgene RIVOT and Juno (incorporated by reference to Exhibit 10.12 to Juno’s Quarterly Report on Form 10-Q filed on August 14, 2015) | |
| | (d)(3) | | | License Agreement, dated April 22, 2016, by and among Celgene, Celgene Switzerland and Juno (incorporated by reference to Exhibit 10.2 to Juno’s Quarterly Report on Form 10-Q filed on August 5, 2016) | |
| | (d)(4) | | | Share Purchase Agreement, dated as of June 29, 2015, between Celgene, Celgene RIVOT and Juno (incorporated by reference to Exhibit 10.1 to Juno’s Current Report on Form 8-K filed on June 29, 2015) | |
| | (d)(5) | | | Voting and Standstill Agreement, dated as of June 29, 2015, between Celgene and Juno (incorporated by reference to Exhibit 10.2 to Juno’s Current Report on Form 8-K filed on June 29, 2015) | |
| | (d)(6) | | | Registration Rights Agreement, dated as of June 29, 2015, between Celgene and Juno (incorporated by reference to Exhibit 10.3 to Juno’s Current Report on Form 8-K filed on June 29, 2015) | |
| | (d)(7) | | | Assignment and Joinder Agreement, dated December 17, 2015, among Celgene, Celgene RIVOT, Celgene Switzerland and Juno (incorporated by reference to Exhibit 7 to Celgene RIVOT’s Schedule 13D/A with respect to Juno filed on January 21, 2015) | |
| | (d)(8) | | | Share Purchase Agreement and Omnibus Amendment, dated as of September 21, 2017, among Celgene, Celgene RIVOT, Celgene Switzerland and Juno (incorporated by reference to Exhibit 10.1 to Juno’s Current Report on Form 8-K filed on September 22, 2017) | |
| | (g) | | | Not applicable | |
| | (h) | | | Not applicable | |
Item 13. Information Required by Schedule 13E-3.
The following sets forth information required by Schedule 13E-3 that has not already been set forth in Items 1-12 above. The information set forth in the Offer to Purchase is incorporated herein by reference to the items required by Schedule 13E-3.
Item 2. Subject Company Information.
(d) The information set forth in “The Tender Offer—Section 6. Price Range of Shares; Dividends” and “The Tender Offer—Section 12. Dividends and Distributions” in the Offer to Purchase is incorporated herein by reference.
(e) Not applicable.
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Item 12. The Solicitation or Recommendation
The information set forth in “Special Factors—Section 9. Transactions and Arrangements Concerning the Shares and Other Securities of Juno” in the Offer to Purchase is incorporated herein by reference.
Item 13. Financial Statements
(a) The information set forth in “The Tender Offer—Section 8. Certain Information Concerning Juno” in the Offer to Purchase is incorporated herein by reference.
(b) The pro forma financial information of Juno is not material to the Offer.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(b) Neither Celgene nor Purchaser employed or used any officer, employee or corporate assets of Juno in connection with the transaction.
Item 15. Additional Information
(b) Not applicable.
Item 16. Exhibits
| | (c)(1) | | | Opinion of J.P. Morgan Securities LLC dated January 21, 2018 (included as Schedule D to the Offer to Purchase filed as Exhibit (a)(1)(A)) | |
| | (c)(2) | | | Presentation by J.P. Morgan to the Board of Directors of Celgene, dated January 21, 2018 | |
| | (f) | | | Section 262 of the General Corporation Law of the State of Delaware (included as Schedule C to the Offer to Purchase filed as Exhibit (a)(1)(A)) | |
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EXHIBIT INDEX
| | (a)(1)(A) | | | Offer to Purchase, dated February 2, 2018 | |
| | (a)(1)(B) | | | Form of Letter of Transmittal (including Internal Revenue Service Form W-9, including instructions for completing the form) | |
| | (a)(1)(C) | | | Form of Notice of Guaranteed Delivery | |
| | (a)(1)(D) | | | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| | (a)(1)(E) | | | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| | (a)(1)(F) | | | Summary Newspaper Advertisement as published in the New York Times on February 2, 2018 | |
| | (a)(5)(A) | | | Investor Presentation presented on Celgene Investor Conference Call on January 22, 2018 (incorporated by reference to Exhibit 99.1 to Celgene’s Schedule TO-C filed on January 22, 2018) | |
| | (a)(5)(B) | | | Joint Press Release issued by Celgene and Juno on January 22, 2018 (incorporated by reference to Exhibit 99.1 to Celgene’s Schedule TO-C filed on January 22, 2018) | |
| | (a)(5)(C) | | | Transcript of Investor Conference Call with Investors of Celgene held on January 22, 2018 (incorporated by reference to Exhibit 99.1 to Celgene’s Schedule TO-C filed on January 22, 2018) | |
| | (a)(5)(D) | | | Slide Presented at Juno Employee Meeting (incorporated by reference to Exhibit 99.1 to Celgene’s Schedule TO-C filed on January 23, 2018) | |
| | (a)(5)(E) | | | Email from Celgene CEO to Juno Employees (incorporated by reference to Exhibit 99.2 to Celgene’s Schedule TO-C filed on January 23, 2018) | |
| | (a)(5)(F) | | | Excerpt from Celgene’s Fourth Quarter and Full-Year 2017 Earnings Release (incorporated by reference to Exhibit 99.1 to Celgene’s Schedule TO-C filed on January 25, 2018) | |
| | (a)(5)(G) | | | Press Release issued by Celgene on February 2, 2018 | |
| | (b) | | | Second Amended and Restated Credit Agreement among Celgene, the lender parties named therein, and Citibank, N.A., as administrative agent, dated as of April 17, 2015 (incorporated by reference to Exhibit 10.1 to Celgene’s Current Report on Form 8-K filed on April 20, 2015), as amended by FIRST AMENDMENT thereto dated as of July 29, 2015 (incorporated by reference to Exhibit 10.1 to Celgene’s Quarterly Report on Form 10-Q filed on May 3, 2016), as further amended by AMENDMENT NO. 2 thereto dated as of April 18, 2016 (incorporated by reference to Exhibit 10.2 to Celgene’s Quarterly Report on Form 10-Q filed on May 3, 2016), as further amended by AMENDMENT NO. 3 dated April 17, 2017 (incorporated by reference to Exhibit 10.2 to Celgene’s Quarterly Report on Form 10-Q filed on April 27, 2017) | |
| | (c)(1) | | | Opinion of J.P. Morgan Securities LLC dated January 21, 2018 (included as Schedule D to the Offer to Purchase filed as Exhibit (a)(1)(i)) | |
| | (c)(2) | | | Presentation by J.P. Morgan to the Board of Directors of Celgene, dated January 21, 2018 | |
| | (d)(1) | | | Agreement and Plan of Merger, dated as of January 21, 2018, by and among Purchaser, Celgene and Juno (incorporated by reference to Exhibit 2.1 to Celgene’s Current Report on Form 8-K filed on January 22, 2018) | |
| | (d)(2) | | | Amended and Restated Master Research and Collaboration Agreement, dated August 13, 2015, by and among Celgene, Celgene RIVOT and Juno (incorporated by reference to Exhibit 10.12 to Juno’s Quarterly Report on Form 10-Q filed on August 14, 2015) | |
| | (d)(3) | | | License Agreement, dated April 22, 2016, by and among Celgene, Celgene Switzerland and Juno (incorporated by reference to Exhibit 10.2 to Juno’s Quarterly Report on Form 10-Q filed on August 5, 2016) | |
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| | (d)(4) | | | Share Purchase Agreement, dated as of June 29, 2015, between Celgene, Celgene RIVOT and Juno (incorporated by reference to Exhibit 10.1 to Juno’s Current Report on Form 8-K filed on June 29, 2015) | |
| | (d)(5) | | | Voting and Standstill Agreement, dated as of June 29, 2015, between Celgene and Juno (incorporated by reference to Exhibit 10.2 to Juno’s Current Report on Form 8-K filed on June 29, 2015) | |
| | (d)(6) | | | Registration Rights Agreement, dated as of June 29, 2015, between Celgene and Juno (incorporated by reference to Exhibit 10.3 to Juno’s Current Report on Form 8-K filed on June 29, 2015) | |
| | (d)(7) | | | Assignment and Joinder Agreement, dated December 17, 2015, among Celgene, Celgene RIVOT, Celgene Switzerland and Juno (incorporated by reference to Exhibit 7 to Celgene RIVOT’s Schedule 13D/A with respect to Juno filed on January 21, 2015) | |
| | (d)(8) | | | Share Purchase Agreement and Omnibus Amendment, dated as of September 21, 2017, among Celgene, Celgene RIVOT, Celgene Switzerland and Juno (incorporated by reference to Exhibit 10.1 to Juno’s Current Report on Form 8-K filed on September 22, 2017) | |
| | (f) | | | Section 262 of the General Corporation Law of the State of Delaware (included as Schedule C to the Offer to Purchase filed as Exhibit (a)(1)(i)) | |
| | (g) | | | Not applicable | |
| | (h) | | | Not applicable | |
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