Celgene Corporation (NasdaqGS:CELG) signed a definitive merger agreement to acquire 90.3% stake in Juno Therapeutics, Inc. (NasdaqGS:JUNO) from ARCH Venture Fund VII, L.P., a fund managed by Arch Venture Partners, L.P., Keith Crandell, Robert Nelsen, Clinton Bybee and others for $9.1 billion on January 21, 2018. Pursuant to the terms of the agreement, Celgene will acquire all the outstanding shares of common stock of Juno, not already owned, through a tender offer for $87 per share in cash. The restricted stock units, performance based restricted stock units, restricted shares and performance based restricted shares will receive the same cash consideration per share. The option holders will receive the cash payment equal to excess of the offer price ($87) over the weighted average exercise price ($31.53) of each option. Celgene expects to fund the transaction through a combination of existing cash and new debt. Upon closing, Juno will become an indirect wholly-owned subsidiary of Celgene. The agreement also includes covenants requiring Juno not to solicit, or engage in discussions with third parties relating to alternative acquisition proposals during the pre- closing period. In case of termination, Celgene will pay a fee of $600 million whereas Juno will pay a fee of $300 million. On February 8, 2018, Celgene launched the unsecured senior notes offering of $4.5 billion. The senior notes offering consisted of $500 million aggregate principal amount of 2.875% senior notes due 2021, $1 billion aggregate principal amount of 3.25% Senior Notes due 2023, $1.5 billion aggregate principal amount 3.9% Senior Notes due 2028 and $1.5 billion aggregate principal amount 4.55% Senior Notes due 2048. Celgene intends to use the net proceeds from the Senior Notes Offering to finance the acquisition of a portion of the shares in the offer and merger. The transaction is subject to customary closing conditions including, consummation of tender offer, regulatory approval, minimum tender and anti-trust approvals. The transaction is unanimously approved by the Boards of both entities. As on February 21, 2018, the waiting period under the Hart-Scott-Rodino Antitrust Improvements expired. The transaction is expected to close in the first quarter of 2018. As of February 2, 2018, tender offer commenced and is scheduled to be closed on March 2, 2018. The acquisition is expected to be dilutive to adjusted earnings per share in 2018 by approximately $0.50 and is expected to be incrementally additive to net product sales in 2020. As of March 2, 2018, a total of approximately 90.7 million shares were validly tendered and not withdrawn in the tender offer, representing approximately 78% of Juno’s outstanding shares or approximately 88% of Juno's outstanding shares including the Juno shares already owned by Celgene. Celgene will accept for payment all shares that were validly tendered and not withdrawn prior to expiration of the tender offer, and payment for such shares will be made promptly, in accordance with the terms of the tender offer. As a consequence of the merger, each outstanding Juno share not tendered and purchased in the offer will be converted into the right to receive the same $87 per share. Following completion of the merger, Juno’s common stock will cease to be traded on the NASDAQ Global Select Market. As of March 2, 2018, the tender offer expired. J.P. Morgan Securities LLC acted as financial advisor while Robert A. Cantone, Daniel I. Ganitsky, Michael E. Ellis, Charles Lee, Lara Miller, Louis Rambo, Ali Fawaz, Andrea Rattner, Malcolm Hochenberg, Richard Corn, Colin Kass and John Ingrassia of Proskauer Rose LLP as well as Adam H. Golden, Tabisa Lane, Seaton Thedinger, Ben Fekonja, James McGovern, Lee Samuelson, Martha Steinman, Lillian Tsu, Jason Conaty, Erin Howerll, David Mitchell, Ahuva Warburg, Allison Wuertz, Courtney Svoboda, Matt Kim, Ben Unger, Kate McGuigan, Keith Flaum, Adam Bellack, William Ferreira, Susan Lee, Anishiya Abrol, Matthew Iaconetti, Katherine Morga, Komal Karnik, Alie Kolbe, William Regan and Ji An Wang of Jeffrey S. Jay of Hogan Lovells acted as legal advisors to Celgene. Morgan Stanley & Co. LLC acted as financial advisor whereas Kenton J. King, Graham Robinson, Amr Razzak, Jennifer Bragg, Yulia Buyanin, Karen L. Corman, Avia Dunn, K. Kristine Dunn, Kenton King, Maria Raptis, Resa Schlossberg, Resa Schlossberg, Resa Schlossberg, Moshe Spinowitz, Steven Sunshine, Matthew Weingast, Delford Williams IV, Joseph Yaffe of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Juno. Caroline Gottschalk of Simpson Thacher is acting as legal advisor to J.P. Morgan Securities LLC. Celgene has agreed to pay J.P. Morgan a transaction fee of $35 million. Matthew G. Hurd, Matthew B. Goodman and Kristin K. Rulison of Sullivan & Cromwell LLP represents Morgan Stanley & Co. LLC, financial advisor to Juno Therapeutics, Inc.