Celgene To Buy Juno Therapeutics For Approximately $87 Per Share In Cash

Celgene Corporation (CELG) and Juno Therapeutics (JUNO) 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 $9B, net of cash and marketable securities acquired and Juno shares already owned by Celgene. The transaction was approved by the boards of directors of both companies. 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 in 2018 by approximately 50c 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 $19B-$20B 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.

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