Juno Therapeutics, Inc. ("Juno") is a biopharmaceutical company focused on developing cell-based cancer immunotherapies.
According to the Complaint, Juno has several collaboration agreements with various third-party companies, including Celgene. On January 28, 2018, Juno and Celgene issued a press release announcing the
Proposed Transaction, in which Celgene will acquire each outstanding share of Juno common stock for $87.00 per share in cash, with a total valuation of approximately $9 billion.
The terms of the Proposed Transaction were memorialized in a January 22, 2018, filing with the Securities and Exchange Commission (“SEC”) on Form 8-K attaching the definitive Agreement and Plan of Merger (the “Merger Agreement”). Thereafter, on January 16, 2018, Juno filed a Solicitation/Recommendation Statement on February 2, 2018 (the “14D-9”) with the Securities and Exchange Commission (the “SEC”) in support of the Proposed Transaction.
The Complaint alleges that Defendants breached their fiduciary duties to the Company’s stockholders by agreeing to the Proposed Transaction which undervalues Juno and is the result of a flawed sales process, and that in violation of sections 14(d), 14(e) and 20(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”), and in violation of their fiduciary duties, Defendants caused to be filed the materially deficient 14D-9 on February 2, 2018 with the United States Securities and Exchange Commission (“SEC”) in an effort to solicit stockholders to tender their Juno shares in favor of the Proposed Transaction.
This case was voluntarily dismissed on February 26, 2018.