Item 2.01 Completion of Acquisition or Disposition of
Assets.
On March 6, 2018, Celgene Corporation, a Delaware corporation
(“Celgene”), completed its acquisition of Juno Therapeutics, Inc., a Delaware corporation (“Juno”), pursuant
to the Agreement and Plan of Merger, dated as of January 21, 2018 (the “Merger Agreement”), by and among Celgene, Juno
and Blue Magpie Corporation, a Delaware corporation and wholly-owned subsidiary of Celgene (“Purchaser”). Pursuant
to the Merger Agreement, Purchaser conducted a tender offer (the “Offer”) for all of the issued and outstanding shares
of common stock, par value $0.0001 per share (the “Shares”), of Juno other than any Celgene-Owned Shares and Company-Owned
Shares (each as defined below), at a price of $87.00 per Share (the “Offer Price”), net to the holder in cash, without
interest and subject to any applicable withholding of taxes.
The Offer expired one minute after 11:59 p.m., Eastern
time, on March 2, 2018 (the “Expiration Date”) as scheduled and was not extended. According to Equiniti Trust
Company, the depositary for the Offer (the “Depositary”), 88,118,707 Shares were validly tendered and not validly
withdrawn, which represented approximately 76% of the outstanding Shares as of the expiration of the Offer and, when taken
together with the Celgene-Owned Shares (as defined below), represented approximately 85% of the Shares outstanding as of the
expiration of the Offer, and a sufficient number of Shares such that the minimum tender condition to the Offer was satisfied.
In addition, the Depositary has advised that Notices of Guaranteed Delivery have been delivered with respect to 2,611,851
additional Shares, which represented approximately 2% of the outstanding Shares as of the expiration of the Offer. Each
condition to the Offer was satisfied or waived, and Purchaser irrevocably accepted for payment all Shares that were validly
tendered and not validly withdrawn (such time that such Shares are accepted, the “Offer Acceptance Time”). On
March 5. 2018, Celgene issued a press release announcing the expiration and results of the Offer, a copy of which is attached
as Exhibit (a)(5)(L) to Amendment No. 4 to the Schedule TO filed by Celgene with the Securities and Exchange Commission (the
“SEC”) on March 5, 2018 and is incorporated herein by reference.
On March 6, 2018, following consummation of the Offer, Purchaser
merged with and into Juno (the “Merger”), with Juno surviving as a wholly-owned subsidiary of Celgene. The Merger was
completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with no
vote of the Juno stockholders required to consummate the Merger. At the effective time of the Merger (the “Effective Time”),
each issued and outstanding Share (other than (i) Shares owned at the commencement of the Offer and immediately prior to the Effective
Time by Celgene, Purchaser or any other direct or indirect wholly-owned subsidiary of Celgene (the “Celgene-Owned Shares”),
(ii) Shares owned immediately prior to the Effective Time by Juno (or held in Juno’s treasury) (the “Company-Owned
Shares”) and (iii) Shares held by stockholders who are entitled to, and who have properly exercised and perfected their respective
demands for, appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time,
have neither effectively withdrawn their respective demand nor otherwise lost their respective rights to appraisal pursuant to
Section 262 of the DGCL) was converted into the right to receive an amount in cash equal to the Offer Price, without interest and
subject to any applicable withholding of taxes.
Pursuant to the terms of the Merger
Agreement, each outstanding unvested Juno stock option (“Option”), each outstanding award of Juno time-based restricted
stock units (“RSUs”), and each outstanding award of Juno time-based restricted stock awards (“RSAs”), (i)
if granted twelve (12) months or more prior to the Effective Time, vested pursuant to their respective terms or, if greater, with
respect to 25% of the total number of Shares subject to such award, (ii) if granted following the date of the Merger Agreement
but prior to the Effective Time, vested pursuant to their respective terms or, if greater, with respect to 25% of the total number
of Shares subject to such award (the “Pre-Closing Non-Performance Awards”), or (iii) if granted less than twelve (12)
months prior to the Effective Time (other than the Pre-Closing Non-Performance Awards), vested pursuant to their respective terms
or, if greater, with respect to that number of Shares subject thereto, such that, following such vesting, the award will be unvested
with respect to that number of Shares which would have become vested and resulted in the award being 100% vested had the holder
of the award remained continuously employed for an additional twenty-four months following the Effective Time; provided, that,
with respect to any awards referred to in subsections (i) and (iii) above, if, as of the 24-month anniversary of the Effective
Time, any portion of such awards remains unvested, such unvested portion will become immediately vested on such 24-month anniversary
date, provided that the employee has remained employed through such 24-month anniversary date. All such awards that vested or that
are otherwise vested as of immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement) were cancelled and
converted into the right to receive an amount in cash equal to the product of (i) the number of Shares subject to such vested award
and (ii) the Offer Price (reduced by the applicable exercise price in the case of Options).
The Merger Agreement also
provides that all Juno performance-based restricted stock units (“PSUs”) and all Juno performance-based
restricted stock awards (“PSAs”) vested as to 50% of the total number of PSUs or PSAs (as applicable) subject to
such awards, and such vested portion was cancelled and converted into the right to receive an amount in cash equal to the
product of (i) such 50% vested portion of the award, and (ii) the Offer Price. The remaining 50% of the PSUs and PSAs were
assumed by Celgene and are subject to the same terms and conditions as were applicable to such awards immediately prior to
the Offer Acceptance Time, except that (i) 60% of such remaining award will vest on the one-year anniversary of the Effective
Time and (ii) 40% of such remaining award will vest on the earlier of (A) the second anniversary of the Effective Time and
(B) the first approval by the Food and Drug Administration of JCAR017.
The Merger Agreement provides that Options, RSUs and RSAs,
and PSUs and PSAs that are outstanding immediately prior to the Offer Acceptance Time but unvested after giving effect to the
vesting acceleration described above are assumed by Celgene and subject to the same terms and conditions (except with respect
to the vesting schedule), as applied to each such equity-based award immediately prior to the Effective Time, provided that
the number of shares subject to such equity-based awards (and the exercise price in the case of the Options) are adjusted
based on the “Exchange Ratio.” The “Exchange Ratio” means an amount equal to the quotient obtained by
dividing (i) the Offer Price, by (ii) the volume weighted average closing price per share of Celgene’s common stock on
the Nasdaq Global Select Market (“Nasdaq”) for the fifteen (15) consecutive trading days ending on the complete
trading day immediately prior to the Offer Acceptance Time. Following the consummation of the Merger, the Shares ceased to be
listed on Nasdaq.
On March 6, 2018, Celgene issued a press release announcing
the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The foregoing description of the Merger Agreement (including
the description of the consideration payable in connection with the Merger) is not complete and is qualified in its entirety by
reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Celgene
with the SEC on January 22, 2018, and is incorporated herein by reference.