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Mergers and Acquisitions

Date: 2018-03-06

Type of information: Company acquisition

Acquired company: Juno Therapeutics (USA - WA)

Acquiring company: Celgene (USA _ NJ)

Amount: $9 billion (€ 7.34 billion)

Terms:  

  • • On March 6, 2018, Celgene announced that it has completed the acquisition of Juno Therapeutics. As a result, the common stock of Juno will no longer be listed for trading on the NASDAQ Global Select Market.
  • The Juno acquisition positions Celgene as a leading cellular immunotherapy company by adding novel technology and advanced cellular manufacturing capabilities to its broad commercial portfolio and pipeline of therapies addressing serious unmet needs in hematology and oncology. Celgene also gains full global rights to JCAR017 (lisocabtagene maraleucel; liso-cel), a potentially best-in-class CD-19 targeted CAR T therapy currently in pivotal trials for relapsed and/or refractory diffuse large B-cell lymphoma (DLBCL). Celgene expects the addition of JCAR017 and other cellular immunotherapy products in Juno's pipeline to accelerate revenue diversification with meaningful growth drivers from 2020 and beyond.
  • On January 22, 2018,  Celgene and Juno Therapeutics 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 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 is acting as financial advisor to Celgene on the transaction. Morgan Stanley & Co is acting as financial advisor to Juno. Legal counsel for Celgene is Proskauer Rose and Hogan Lovells, and Juno's legal counsel is Skadden, Arps, Slate, Meagher and Flom.

Details:

  • Juno Therapeutics 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) is 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 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.
  • Upon completion of the acquisition of Juno, Celgene will be positioned to become a preeminent cellular immunotherapy company.

Related: Cancer - Oncology - Hematological diseases

Is general: Yes