Juno Therapeutics, Inc. (NASDAQ:JUNO) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets
As described in the Introductory Note above, on March5, 2018, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn to the Offer on or prior to the Expiration Date. On March6, 2018, the Merger was completed to Section251(h) of the DGCL, with no vote of the Juno stockholders required to consummate the Merger. Upon the consummation of the Merger, Juno became a wholly owned subsidiary of Celgene.
The aggregate consideration paid by Purchaser in the Offer and Merger to purchase all outstanding Shares (other than Company-Owned Shares and Celgene-Owned Shares) and other equity-based interests of Juno to the Offer and the Merger, including the related fees and expenses, was approximately $10billion. Celgene provided Purchaser with the necessary funds to fund the Offer and the Merger through a combination of its cash on hand and proceeds from the issuance of senior unsecured notes.
The information contained in the Introductory Note of this Current Report on Form8-K is incorporated by reference into this Item 2.01.
Item 2.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
In connection with the consummation of the Merger, Juno (i)notified Nasdaq of the consummation of the Merger and (ii)requested that Nasdaq file with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration on Form25 to delist and deregister the Shares under Section12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Juno requested that trading of Shares on Nasdaq be suspended as of before the open of trading on March7, 2018. Juno also intends to file with the SEC a Certification and Notice of Termination of Registration on Form15 under the Exchange Act, requesting that Juno’s reporting obligations under Sections13 and 15(d) of the Exchange Act be suspended.
Item 2.01 Material Modification to Rights of Security Holders
The information contained in the Introductory Note and Items2.01, 3.01 and 5.03 of this Current Report on Form8-K is incorporated by reference into this Item 2.01.
Item 2.01 Changes in Control of Registrant
As a result of the Offer and the Merger, a change in control of Juno occurred. Upon the Effective Time, Juno became a wholly owned subsidiary of Celgene. The information contained in the Introductory Note and Items2.01, 5.02 and 5.03 of this Current Report on Form8-K is incorporated by reference into this Item 2.01.
Item 2.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In connection with the Merger, at the Effective Time, each of the directors of Juno (Hal V. Barron, M.D., Hans E. Bishop, Thomas O. Daniel, M.D., Anthony B. Evnin, Ph.D., Jay T. Flatley, Richard D. Klausner, M.D., Robert T. Nelsen, Howard H. Pien, Rupert Vessey, BM BCh, DPhil and Mary Agnes Wilderotter) and its subsidiaries resigned as directors of Juno and its subsidiaries, and from all committees of the boards of directors of Juno and its subsidiaries.
Item 2.01 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
to the terms of the Merger Agreement, as of the Effective Time, Juno’s amended and restated certificate of incorporation was amended and restated in its entirety as set forth on AnnexII to the Merger Agreement and Juno’s amended and restated bylaws were amended and restated to read in their entirety as the bylaws of Purchaser immediately prior to the Effective Time (except that references to the name of Purchaser were replaced by references to the name of the surviving corporation, and to the Merger Agreement, the provisions with respect to indemnification and advancement of expenses have been amended with respect to acts or omissions existing or occurring at or prior to the Effective Time).
Item 2.01 Financial Statements and Exhibits.
About Juno Therapeutics, Inc. (NASDAQ:JUNO)
Juno Therapeutics, Inc. (Juno) is a biopharmaceutical company focused on re-engaging the body’s immune system to revolutionize the treatment of cancer. The Company is developing cell-based cancer immunotherapies based on its chimeric antigen receptor (CAR) and T cell receptor (TCR) technologies to genetically engineer T cells to recognize and kill cancer cells. Juno’s product candidates, JCAR015, JCAR017 and JCAR014, utilize CAR technology to target CD19, a protein expressed on the surface of various B cell leukemias and lymphomas. Its other product candidates include JCAR018: CD22, JCAR023: L1CAM (CD171) and JCAR020: MUC-16/IL-12. The Company’s CAR and TCR technologies alter T cells ex vivo, or outside the body. In addition, the Company holds license to vipadenant, a small molecule adenosine A2a (A2a) receptor antagonist that has the potential to disrupt important immunosuppressive pathways in the tumor microenvironment in certain cancers.