Written Communication Relating to an Issuer or Third Party (sc To-c)
25 Janvier 2018 - 9:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
(Rule 14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
JUNO
THERAPEUTICS, INC.
(Name of Subject Company (Issuer))
BLUE MAGPIE
CORPORATION
(Offeror)
A Wholly-Owned Subsidiary of
CELGENE
CORPORATION
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
COMMON
STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
48205A 10 9
(CUSIP Number of Class of Securities)
Mark J. Alles
Chief Executive Officer
Celgene Corporation
86 Morris Avenue
Summit, New Jersey 07901
(908) 673-9000
(Name, address, and telephone numbers of
person authorized
to receive notices and communications on behalf of filing persons)
Copies to:
Robert
A. Cantone, Esq.
Daniel I. Ganitsky, Esq.
Michael E. Ellis, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
(212) 969-3000
CALCULATION OF FILING FEE
Transaction Valuation
|
Amount of Filing Fee
|
N/A*
|
N/A*
|
|
*
|
A filing fee is not required in connection with this
filing as it relates solely to preliminary communications made before the commencement of a tender offer.
|
|
¨
|
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
|
|
x
|
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:
|
x
|
third-party tender offer subject to Rule 14d-1.
|
|
¨
|
issuer tender offer subject to Rule 13e-4.
|
|
x
|
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)
|
This filing relates solely to preliminary communications made
before the commencement of a planned tender offer by Blue Magpie Corporation (“Purchaser”), a wholly-owned subsidiary
of Celgene Corporation (“Celgene”), for all of the outstanding shares of common stock, par value $0.0001 per share,
of Juno Therapeutics, Inc. (“Juno”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of January
21, 2018, by and among Celgene, Purchaser and Juno.
Exhibits
Important Information
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 Purchaser 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, Purchaser 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 PURCHASER WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.
Cautionary Statement Regarding Forward-Looking Statements
This communication 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. Celgene undertakes 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 Celgene, 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 the public reports of each company filed with the SEC.
JUNO THERAPEUTICS, INC. (NASDAQ:JUNO)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
JUNO THERAPEUTICS, INC. (NASDAQ:JUNO)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024