SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE14D-9
(Rule14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Juno Therapeutics, Inc.
(Name of Subject Company)
Juno Therapeutics, Inc.
(Name of Persons Filing Statement)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
48205A109
(CUSIP Number of Class of Securities)
Bernard J. Cassidy
General Counsel & Corporate Secretary
400 Dexter Avenue North, Suite 1200
Seattle, Washington 98109
(206)582-1600
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
Graham Robinson
Amr Razzak
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street, 23rd Floor
Boston, Massachusetts, 02116
(617)573-4800
| ☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Schedule14D-9 filing relates solely to preliminary communications made before the commencement of a planned tender offer (the “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. If successful, the Offer will be followed by a merger of Purchaser with and into Juno (the “Merger”).
| • | Exhibit A: Manager & Recruiter Talking Points |
| • | Exhibit B: Note from Mark Alles, Chief Executive Officer of Celgene Corporation, to Employees |
