ITEM 4.
|
THE SOLICITATION OR RECOMMENDATION
|
Solicitation/Recommendation
At a meeting held on January 21, 2018, after considering the terms of the Merger Agreement and other related Transaction documents, as well as the various
presentations of Morgan Stanley & Co. LLC (
Morgan Stanley
), financial advisor to Juno, Junos management and the Strategic Committees legal advisors, the Strategic Committee, by unanimous vote, determined that
the Transaction was advisable and fair to, and in the best interests of Junos stockholders and recommended that the Juno Board (i) approve the Transaction and declare the Transaction advisable to Juno and its stockholders,
(ii) direct Juno to enter into and deliver the Merger Agreement, (iii) recommend that Junos stockholders tender their Shares to Purchaser pursuant to the Offer and (iv) effect the Merger pursuant to Section 251(h) of the
DGCL.
After considering the unanimous determinations and recommendations of the Strategic Committee and other factors, at a meeting on January 21,
2018, the Juno Board voted unanimously (with the exception of Celgenes current designee to the Juno Board, Dr. Rupert Vessey, and Celgenes former designee, Dr. Thomas O. Daniel, who had recused themselves from such vote
due to their current and former affiliation, respectively, with Celgene) and resolved, among other things, (i) to approve the Transaction and declare the Transaction advisable to Juno and its stockholders, (ii) to direct Juno to enter into
and deliver the Merger Agreement, (iii) to recommend that Junos stockholders tender their Shares to Purchaser pursuant to the Offer and (iv) to effect the Merger pursuant to Section 251(h) of the DGCL.
Accordingly, for the reasons described in more detail below, the Juno Board, based on the recommendation of the Strategic Committee, recommends that the
holders of the Shares tender their Shares pursuant to the Offer.
Accordingly, and for other reasons described in more detail below, the Juno Board
unanimously recommends that Junos stockholders tender their Shares to Purchaser pursuant to the Offer.
A joint press release, dated
January 22, 2018, issued by Juno and Celgene announcing the Offer, is included as Exhibit (a)(2)(A) hereto and is incorporated herein by reference.
Background of the Transaction
Juno and Celgene are
parties to a number of agreements, including the Collaboration Agreement and the Voting and Standstill Agreement and certain other agreements as described more fully in
Arrangements with Celgene and Purchaser and their
Affiliates.
Pursuant to the Voting and Standstill Agreement, Celgene has the right, subject to certain conditions, to designate one nominee for election to the Juno Board. In April 2017, Celgene nominated and Juno appointed Dr. Rupert
Vessey as Celgenes designated director. Previously, Dr. Thomas O. Daniel had been the Celgene designee, and after retiring from Celgene, he remained on the Juno Board as a director. As part of their ongoing collaboration, from time
to time Hans E. Bishop, the Chief Executive Officer of Juno, and Mark Alles, the Chief Executive Officer of Celgene, and other members of the senior management teams of Juno and Celgene, discussed generally Junos and Celgenes respective
businesses.
On August 28, 2017, in light of an upcoming meeting that Mr. Bishop and Dr. Steven D. Harr, Junos Chief Financial
Officer and Head of Corporate Development, had planned with senior leadership at Celgene to discuss the parties ongoing collaboration, Dr. Harr reached out to representatives of Morgan Stanley with whom Juno had a
pre-existing
relationship as a result of Junos initial public offering of common stock and other informal corporate strategy matters, to schedule a telephone call to discuss how the existence of the Voting and
Standstill Agreement may have a strategic impact on any potential discussions that might occur in the upcoming meeting with Celgene. At that time, Morgan Stanley was serving as a book-running manager in a
follow-on
public offering of Junos common stock, which was consummated on September 26, 2017. On September 9, 2017, Mr. Bishop and Dr. Harr held such a call with representatives of
Morgan Stanley.
On September 14, 2017, the Juno Board held a meeting. Representatives from Juno management and Skadden, Arps, Slate,
Meagher & Flom LLP (
Skadden
) were also present. At the meeting, management and the Juno
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