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  • Acquisition Will Add Novel Scientific Platform and Manufacturing Expertise to Celgene’s Research and Operational Capabilities
  • JCAR017 is Expected to be a Significant Growth Driver Beyond 2020 with Potential Global Peak Sales of Approximately $3B
  • Reaffirming 2020 Financial Targets of $19B-$20B in Total Net Product Sales and Adjusted EPS Greater Than $12.50

SUMMIT, N.J. & SEATTLE–(BUSINESS WIRE)– Celgene Corporation (NASDAQ:CELG) and Juno Therapeutics, Inc. (NASDAQ:JUNO) today announced the signing of a definitive merger agreement in which Celgene has agreed to acquire Juno. Under the terms of the merger agreement, Celgene will pay $87 per share in cash, or a total of approximately $9 billion, net of cash and marketable securities acquired and Juno shares already owned by Celgene (approximately 9.7% of outstanding shares). The transaction was approved by the boards of directors of both companies.

Juno is a pioneer in the development of CAR (chimeric antigen receptor) T and TCR (T cell receptor) therapeutics with a broad, novel portfolio evaluating multiple targets and cancer indications. Adding to Celgene’s lymphoma program, JCAR017 (lisocabtagene maraleucel; liso-cel) represents a potentially best-in-class CD19-directed CAR T currently in a pivotal program for relapsed and/or refractory diffuse large B-cell lymphoma (DLBCL). Regulatory approval for JCAR017 in the U.S. is expected in 2019 with potential global peak sales of approximately $3 billion.

“The acquisition of Juno builds on our shared vision to discover and develop transformative medicines for patients with incurable blood cancers,” said Mark J. Alles, Celgene’s Chief Executive Officer. “Juno’s advanced cellular immunotherapy portfolio and research capabilities strengthen Celgene’s global leadership in hematology and adds new drivers for growth beyond 2020.”

“The people at Juno channel their passion for science and patients towards a common goal of finding cures by creating cell therapies that help people live longer, better lives,” said Hans Bishop, Juno’s President and Chief Executive Officer. “Continuing this work will take scientific prowess, manufacturing excellence and global reach. This union will provide all three.”

The acquisition will also add a novel scientific platform and scalable manufacturing capabilities which will complement Celgene’s leadership in hematology and oncology. In collaboration with Juno’s team in Seattle, Celgene plans to expand its existing center of excellence for immuno-oncology translational medicine by leveraging Juno’s research and development facility in Seattle, WA as well as Juno’s manufacturing facility in Bothell, WA.

Strategic Rationale for Acquiring Juno

Upon completion of the acquisition of Juno, Celgene will be positioned to become a preeminent cellular immunotherapy company. The strategic advantages of this acquisition will include the opportunity to:

  • Leverage a novel scientific platform and scalable manufacturing capabilities to position Celgene at the forefront of future advances in the science of cellular immunotherapy
  • Accelerate Juno’s pipeline development to capture the full potential of cellular immunotherapy
    • JCAR017, a pivotal stage asset, with an emerging favorable profile in DLBCL, is expected to add approximately $3 billion in peak sales and significantly strengthen Celgene’s lymphoma portfolio
    • JCARH125 will enhance Celgene’s campaign against BCMA (B-cell maturation antigen), a key target in multiple myeloma
    • Additional cellular therapy assets in proof-of-concept trials for hematologic malignancies and solid tumors will add to Celgene’s existing pipeline
  • Accelerate revenue diversification with meaningful growth drivers beyond 2020
  • Capture 100% of the global economics on all Juno’s cellular immunotherapy assets

Terms of the Agreement

Celgene will acquire all the outstanding shares of common stock of Juno through a tender offer for $87 per share in cash, or an aggregate of approximately $9 billion, net of cash and marketable securities acquired and Juno shares already owned by Celgene. The transaction has been approved by the boards of directors of both companies and is subject to customary closing conditions, including the tender of a number of shares of Juno common stock, that when taken together with the shares of Juno common stock already directly and indirectly owned by Celgene, represent at least a majority of outstanding shares of Juno common stock, and expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is anticipated to close in Q1:18.

Celgene expects to fund the transaction through a combination of existing cash and new debt. The resulting capital structure will be consistent with Celgene’s historical financial strategy and strong investment grade profile providing the financial flexibility to pursue Celgene’s strategic priorities and take actions to drive post 2020 growth.

The acquisition is expected to be dilutive to adjusted EPS (earnings per share) in 2018 by approximately $0.50 and is expected to be incrementally additive to net product sales in 2020. There is no change to the previously disclosed 2020 financial targets of total net product sales of $19 billion to $20 billion and adjusted EPS greater than $12.50.

J.P. Morgan Securities LLC is acting as financial advisor to Celgene on the transaction. Morgan Stanley & Co. LLC is acting as financial advisor to Juno. Legal counsel for Celgene is Proskauer Rose LLP and Hogan Lovells, and Juno’s legal counsel is Skadden, Arps, Slate, Meagher and Flom, LLP.

About Celgene

Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of cancer and inflammatory diseases through next-generation solutions in protein homeostasis, immuno-oncology, epigenetics, immunology and neuro-inflammation. For more information, please visit www.celgene.com. Follow Celgene on Social Media: @Celgene, Pinterest, LinkedIn, Facebook and YouTube.

About Juno

Juno Therapeutics, Inc. is an integrated biopharmaceutical company focused on developing innovative cellular immunotherapies for the treatment of cancer. Founded on the vision that the use of human cells as therapeutic entities will drive one of the next important phases in medicine, Juno has developed cell-based cancer immunotherapies based on chimeric antigen receptor and high-affinity T cell receptor technologies to genetically engineer T cells to recognize and kill cancer. Several product candidates have shown compelling clinical responses in clinical trials in refractory leukemia and lymphoma conducted to date.

About the Juno-Celgene Collaboration

Celgene and Juno entered into a strategic collaboration in June 2015 under which the two companies would leverage T cell therapeutic strategies to develop treatments for patients with cancer and autoimmune diseases with an initial focus on CAR T and TCR technologies. In April 2016, Celgene exercised its option to develop and commercialize the Juno CD19 program outside North America and China.

Conference Call and Webcast Information

Celgene will host a conference call today, January 22, to discuss the strategic acquisition of Juno Therapeutics at 8 a.m. ET. The conference call will be available by webcast on the Investor Relations page of Celgene’s website, www.celgene.com. An audio replay of the call will be available from midnight January 22, 2018 until midnight January 29, 2018. To access the replay in the U.S., dial (855) 859-2056; outside the U.S. dial (404) 537-3406. The participant passcode is 5849728, Pin 2553.

Additional Information about the Transaction and Where to Find It

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 its wholly owned subsidiary, Blue Magpie Corporation, 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, Blue Magpie Corporation 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 BLUE MAGPIE CORPORATION WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. IN ADDITION, STOCKHOLDERS WILL BE ABLE TO OBTAIN A FREE COPY OF THESE DOCUMENTS (WHEN THEY BECOME AVAILABLE) FROM THE INFORMATION AGENT NAMED IN THE OFFER TO PURCHASE OR FROM CELGENE.

Forward-Looking Statements

This press release 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. Each of Celgene and Juno undertake 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 either company, 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 each company’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission.

Hyperlinks are provided as a convenience and for informational purposes only. Neither Celgene nor Juno bear responsibility for the security or content of external websites.

For Celgene:
Investors:
908-673-9628
investors@celgene.com
or
Media:
908-673-2275
media@celgene.com

Source: Celgene Corporation

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Research into personalized and targeted therapies aims to transform treatment.

At this year’s American Society of Hematology (ASH) Annual Meeting & Exposition, tens of thousands of blood cancer researchers from around the world will gather to discuss the significant progress that has been made over the past decade, knowing much more work remains. Wim Souverijns, corporate vice president of Global Marketing in Hematology and Oncology at Celgene, shares his thoughts on the current state of blood cancer research and what he believes will be the highlights of this year’s meeting.

Wim Souverijns, Celgene

WIM SOUVERIJNS, CORPORATE VICE PRESIDENT OF GLOBAL MARKETING IN HEMATOLOGY AND ONCOLOGY AT CELGENE, SHARES HIS THOUGHTS ON THE CURRENT STATE OF BLOOD CANCER RESEARCH.

What challenges in blood cancer treatment are researchers most focused on?

“We all want to cure cancers but are still quite far away from that in most cases. However, we are working to target cancer in a transformative way. On the one hand, you always want to improve current therapies. But you also want to leapfrog them when possible by investing in different technologies that may change the state of the disease more radically. We see the possibility of such a leapfrog moment with investigational [immunotherapies called] CAR-T cell therapies.”

How are CAR-T cell therapies transforming blood cancer treatment?

“These therapies are already having a tremendous impact on acute lymphoblastic leukemia, providing the chance for durable responses in kids with the disease. The same promise exists for lymphoma, and the data that we’ll see at ASH this year are going to be fundamental in incorporating those advances into clinical practice.”

“In multiple myeloma, where the nature of the disease is different, CAR-T cells may not be a cure but will probably help us control the disease better. The first data shown at the American Society of Clinical Oncology Annual Meeting earlier this year were impactful and strong. Now we’re looking at longer-term follow-ups to confirm that our high expectations are warranted.”

What challenges remain with CAR-T cell therapies?

“They’re very different than what we currently know and use to treat disease. There are logistical complexities in using CAR-T cells. We have to take patient cells, move them to a manufacturing site, transform those cells into CAR-T cells, send them back to the hospital, and infuse the patients with the modified cells—all within two to three weeks.” 

“We will have many questions and debates about the clinical aspects and the operational issues. There will be a significant impact on the workforce, organizational setup, and resources. It’s our goal to make this therapy successful in practice and not just in clinical trials.”

What other approaches are being explored?

“We’ll see more data on targeted therapies that promise to improve outcomes. By attacking specific mutations, these treatments can change the molecular basis of disease. We would give these therapies only to patients who have that mutation and who we would expect to respond. But using targeted therapies will require more analysis of mutations for each patient’s cancer than we are doing today.” 

“Researchers are also starting to look for ways to combine therapies to benefit from natural synergies between different classes of therapies. We’re also looking at chemotherapy-free regimens. For a long time, the standard of care has been chemotherapy despite its blunt nature—it can affect good cells as well as cancer cells.”

Mutiple myeloma… has become a centerpiece at ASH, with hundreds of trials in different stages.

Is there a particular blood cancer that is seeing substantial progress?

We’re expecting significant data in the area of multiple myeloma, which used to be a niche disease but has become a centerpiece at ASH, with hundreds of trials in different stages.”

“Several multiple myeloma studies will support the value of these new treatments. Studies launched several years ago are now starting to give us a better view of the benefits of new treatments.”

What other topics do you expect will be discussed at ASH?

The value of treatment is becoming a more prominent discussion at conferences. Physicians, scientists and the industry are having a conversation about the value of innovative therapies. That will continue at ASH, especially given the complexity of CAR-T cell therapy. It’s important that we continue to discuss how research and medical innovation contributes to the general well-being of patients and society.”

To learn more about the excitement around CAR-T cell technology, read “Arming T Cells with Homing Devices.”