YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON MARCH 2, 2018, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.
The Offer is being made pursuant to an Agreement and Plan of Merger dated as of January 21, 2018 (as it may be amended or supplemented from time to time, the “Merger Agreement”) by and among Juno, Celgene and Purchaser. The Merger Agreement provides, among other things, that after the completion of the Offer and subject to specified conditions, Purchaser will merge with and into Juno, with Juno continuing as the surviving corporation and a wholly-owned subsidiary of Celgene (the “Merger”).
The strategic committee of the Juno board of directors (the “Juno Board”) recommended that the Juno Board approve the Merger Agreement and the transactions contemplated thereby. By unanimous vote of those directors present, the Juno Board has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and Merger, are fair to, and in the best interest of, Juno and its stockholders, (ii) declared it advisable to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by Juno of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger, (iv) resolved that the Merger will be effected under Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), and (v) resolved to recommend that Juno’s stockholders tender their Shares to Purchaser pursuant to the Offer, in each case, on the terms and conditions of the Merger Agreement.
The Offer is conditioned upon, among other things:
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there shall have been validly tendered in the Offer and “received” by the “depository” (as such terms are defined in Section 251(h) of the DGCL) and not validly withdrawn Shares that, considered together with all other Shares owned by Celgene and its “affiliates” (as defined in Section 251(h) of the DGCL), represent one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer, as more fully described in the Offer to Purchase (the “Minimum Condition”). For purposes of determining whether the Minimum Condition has been satisfied, Shares tendered in the Offer pursuant to the guaranteed delivery procedures will be excluded unless and until such shares are actually received in accordance with the terms of the Offer. Celgene currently owns, directly or indirectly, 11,109,160 Shares, and Purchaser does not own any Shares;
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the Merger Agreement not having been terminated in accordance with its terms;
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the expiration or termination of the waiting period (or any extensions thereof) applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and
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there not having been issued by any governmental body of competent jurisdiction and remaining in effect any judgment, temporary restraining order, preliminary or permanent injunction or other order, decree or ruling restricting, enjoining or otherwise preventing the acquisition of or payment for Shares pursuant to the Offer or the consummation of the Merger and there not being any legal requirement that has been promulgated, enacted, issued or deemed applicable to the Offer or the Merger by any governmental body which prohibits or makes illegal the acquisition of or payment for Shares pursuant to the Offer or the consummation of the Merger.
Other conditions of the Offer are described in the Offer to Purchase. See “The Tender Offer—Section 11. Conditions of the Offer” of the Offer to Purchase. See also “The Tender Offer—Section 13. Certain Legal Matters” of the Offer to Purchase. Consummation of the Offer is not conditioned on Purchaser or Celgene obtaining financing.
Neither Celgene nor Purchaser will pay any fees or commissions to any broker or dealer or any other person (other than Morrow Sodali (the “Information Agent”), J.P. Morgan Securities LLC (the “Dealer Manager”) and the Depositary as described in the Offer to Purchase, the fees and commissions of which will be paid by Celgene) for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks, trust companies and other nominees will, upon request, be reimbursed by Celgene or Purchaser for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.
