Amended Statement of Ownership: Solicitation (sc 14d9/a)
February 21 2018 - 1:35PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule
14d-101)
(Amendment No. 5)
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 and 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)
Copies to:
Kenton J. King
Graham
Robinson
Amr Razzak
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, California 94301-1908
(650)
470-4500
☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS
OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE
14D-9.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Amendment No. 5 (this
Amendment
) amends and supplements the
Solicitation/Recommendation Statement on Schedule
14D-9
(as amended or supplemented from time to time, this
Schedule
14D-9
) filed by Juno
Therapeutics, Inc., a Delaware corporation (
Juno
), with the Securities and Exchange Commission (the
SEC
) on February 2, 2018, relating to the offer by Blue Magpie Corporation, a Delaware corporation
(
Purchaser
) and wholly owned subsidiary of Celgene Corporation, a Delaware corporation (
Celgene
), to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share (the
Shares
and each, a
Share
), of Juno, other than any
Celgene-Owned
Shares and Company-Owned Shares, for a purchase price of $87.00 per Share in cash, without any interest
thereon and subject to any required tax withholdings, upon the terms and subject to the conditions set forth in the Offer to Purchase, filed by Celgene and Purchaser with the SEC on February 2, 2018 (as amended or supplemented from time to
time, the
Offer to Purchase
), and in the related Letter of Transmittal, filed by Celgene and Purchaser with the SEC on February 2, 2018 (as amended or supplemented from time to time, the
Letter of
Transmittal
, which, together with the Offer to Purchase, constitute the
Offer
).
Except to the extent specifically provided
in this Amendment, the information set forth in this
Schedule 14D-9
remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in this
Schedule 14D-9.
This Amendment is being filed to reflect certain updates as reflected below.
ITEM 9.
EXHIBITS
Item 9 of this Schedule
14D-9
is hereby amended and supplemented by adding the following exhibits:
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Exhibit
No.
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Description
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(a)(2)(P)
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Cover
E-mail
to Juno Compensation & Equity FAQs from Zachary Hale, Senior Vice President & Deputy General Counsel of Juno Therapeutics, Inc., to Employees
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(a)(2)(Q)
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Juno Compensation & Equity FAQs
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: February 21, 2018
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Juno Therapeutics, Inc.
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By:
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/s/ Bernard J. Cassidy
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Name:
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Bernard J. Cassidy
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Title:
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General Counsel and Corporate Secretary
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