CELGENE CORPORATION (NASDAQ:CELG) Files An 8-K Financial Statements and Exhibits

ME Staff 8-k
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CELGENE CORPORATION (NASDAQ:CELG) Files An 8-K Financial Statements and Exhibits
Item 9.01 of Form8-K. The disclosure included in the Initial Form8-K otherwise remains unchanged.

Item 9.01 Financial Statements and Exhibits

(a)Financial statements of business acquired.

The audited consolidated balance sheets of Juno as of December31, 2017 and 2016, and the related consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of cash flows, and consolidated statements of stockholders’ equity, for each of the three years in the period ended December31, 2017, are attached hereto as Exhibit99.3 and are incorporated by reference herein.

(b)Pro forma financial information.

The unaudited pro forma condensed combined balance sheet gives effect to the acquisition, as if it had occurred on December31, 2017 and combines the historical balance sheets of Celgene and Juno as of December31, 2017. The unaudited pro forma condensed combined statement of operations is presented as if the acquisition had occurred on January1, 2017 and combines the historical results of operations of Celgene and Juno for the year ended December31, 2017. Such unaudited pro forma condensed combined financial statements are included as Exhibit99.4 to this Form8-K and are incorporated by reference herein.

(d)Exhibits

ExhibitNo.

Description

2.1*

Agreement and Plan of Merger, dated as of January21, 2018, among Celgene Corporation, Blue Magpie Corporation and Juno Therapeutics,Inc. (incorporated herein by reference to Exhibit2.1 to Celgene’s Current Report on Form8-K filed on January22, 2018).

23.1

Consent of Ernst& Young LLP,Independent Registered Public Accounting Firm

99.1*

Press Release, dated March5, 2018 (incorporated herein by reference to Exhibit(a)(5)(L)to Amendment No.4 to Schedule TO filed by Celgene on March5, 2018).

99.2*

Press Release, dated March6, 2018 (incorporated herein by reference to Exhibit99.2 to the Current Report on Form8-K filed by Celgene on March6, 2018).

99.3

Juno’s Audited Historical Consolidated Financial Statements and Related Notes

99.4

Celgene’s Unaudited Pro Forma Condensed Combined Financial Statements and Related Notes

* Previously filed.


CELGENE CORP /DE/ Exhibit
EX-23.1 2 a18-13385_1ex23d1.htm EX-23.1 Exhibit 23.1   Consent of Ernst & Young LLP,…
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About CELGENE CORPORATION (NASDAQ:CELG)

Celgene Corporation (Celgene) is a biopharmaceutical company. The Company together with its subsidiaries is engaged primarily in the discovery, development and commercialization of therapies for the treatment of cancer and inflammatory diseases through solutions in protein homeostasis, immuno-oncology, epigenetics, immunology and neuro-inflammation. The Company’s primary commercial stage products include REVLIMID (lenalidomide), ABRAXANE (paclitaxel albumin-bound particles for injectable suspension), POMALYST/IMNOVID (pomalidomide), VIDAZA, azacitidine for injection (generic version of VIDAZA), THALOMID (thalidomide), OTEZLA (apremilast) and ISTODAX (romidepsin). The Company’s clinical trial activity includes trials across the disease areas of hematology, oncology, and inflammation and immunology.