Celgene has agreed to acquire Juno Therapeutics, a Seattle, Washington biopharmaceutical company developing cancer immunotherapies, for approximately $9 billion.

Under the agreement, Celgene will pay $87 per share in cash, or a total of approximately $9 billion, net of cash and marketable securities acquired and Juno shares already owned by Celgene (approximately 9.7% of outstanding shares). The transaction was approved by the boards of directors of both companies and is expected to close in the first quarter of 2018.

Juno is developing chimeric antigen receptor T cell (CAR T) therapies and T cell receptor (TCR) therapeutics for multiple targets and cancer indications. A key addition to Celgene’s lymphoma program is Juno’s JCAR017 (lisocabtagene maraleucel; liso-cel), a CD19-directed CAR T therapy for treating relapsed and/or refractory diffuse large B-cell lymphoma. Celgene said it expects regulatory approval for JCAR017 in the US in 2019 with potential global peak sales of approximately $3 billion. Another key asset from Juno is CARH125, which Celgene says will enhance its campaign against BCMA (B-cell maturation antigen), a key target in multiple myeloma. Celgene will also gain additional cellular therapy assets in proof-of-concept trials for hematologic malignancies and solid tumors.

The acquisition will provide Celgene a scientific platform that complements Celgene’s position in hematology and oncology as well as scalable manufacturing capabilities. In collaboration with Juno’s team in Seattle, Washington, Celgene plans to expand its existing center of excellence for immuno-oncology translational medicine by using Juno’s research and development facility in Seattle as well as Juno’s manufacturing facility in Bothell, Washington.

The transaction is subject to customary closing conditions, including the tender of a number of shares of Juno common stock, that when taken together with the shares of Juno common stock already directly and indirectly owned by Celgene, represent at least a majority of outstanding shares of Juno common stock and meeting provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Celgene’s pending acquisition of Juno Therapeutics marks the second recent large acquisition of a company specializing in CAR T therapies. In October 2017, Gilead Sciences acquired Kite Pharma for $11.9 billion. Kite is one of two companies with a CAR T therapy approved by the US Food and Drug Administration (FDA). In August 2017, the FDA approved Novartis’ Kymriah (tisagenlecleucel) as the first CAR-T therapy in the US; it was approved for treating a form of acute lymphoblastic leukemia. In October 2017, the FDA approved Kite’s Yescarta (axicabtagene ciloleucel) for treating adult patients with certain types of large B-cell lymphoma.

Source: Celgene