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Celgene agreed to acquire Juno Therapeutics for $87 in cash per share, announcing an approximately $9 billion deal on January 22, 2018. That headline figure was net of Juno’s cash and marketable securities and Celgene’s existing stake; it was not the same measure as the total consideration Celgene later reported for accounting purposes. The acquisition closed on March 6, 2018, giving Celgene full ownership of Juno and its cell-therapy platform.
What Celgene offered for Juno
The companies announced the agreement on January 22, 2018, after signing it the previous day. Celgene’s offer was $87 in cash for each outstanding Juno share. The companies described the transaction as approximately $9 billion, net of the cash and marketable securities Celgene would acquire and Celgene’s existing Juno shares, which represented approximately 9.7% of Juno’s outstanding shares. Celgene and Juno’s announcement set out those terms.
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The $87-per-share offer and the approximately $9 billion headline value answer different questions: the former was the cash price offered for each share, while the latter was the companies’ net transaction figure. Celgene’s later accounting reported approximately $10.4 billion in total acquisition consideration for 2018. That figure comprised $9.1 billion for Juno common stock outstanding, $966 million for the fair value of Celgene’s prior investment, and $367 million for the portion of equity compensation attributable to pre-combination service. The accounting total and announcement headline value have different definitions; they are not competing estimates of one identically defined price. Celgene’s 2018 annual report provides the accounting breakdown.
How the acquisition unfolded
- January 21, 2018: Celgene, Juno and Celgene subsidiary Blue Magpie entered into the merger agreement. Blue Magpie was to make a tender offer for Juno shares at $87 each; after the tender offer, it would merge into Juno, leaving Juno as a wholly owned Celgene subsidiary. The merger agreement describes the structure.
- January 22, 2018: The companies announced the signed agreement. Closing depended on customary conditions, including tenders representing at least a majority of Juno shares when combined with Celgene’s existing holdings, and the expiration of the waiting period under the Hart-Scott-Rodino (HSR) antitrust law. Celgene and Juno said, “The transaction is anticipated to close in Q1:18.” That timing statement was the companies’ forecast, not confirmation of the actual closing date.
- February 21, 2018: Celgene announced that the transaction had received HSR antitrust clearance. Celgene’s clearance announcement documented that step.
- March 6, 2018: Celgene announced that it had completed the acquisition. Its annual report records March 6 as the acquisition date, when Juno became a wholly owned subsidiary. The annual report and completion announcement confirm the close.
Why Celgene wanted Juno
Juno was developing cell-based cancer immunotherapies using chimeric antigen receptor (CAR) T-cell and high-affinity T-cell receptor (TCR) technologies. Celgene presented the acquisition as a way to add Juno’s scientific platform and manufacturing expertise to its research and operations. The company’s announcement highlighted JCAR017 and JCARH125 among the pipeline assets. The announcement describes the strategic rationale and named programs.
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When the deal closed, Celgene said it had gained full global rights to JCAR017, also known as lisocabtagene maraleucel (liso-cel). At that time, the therapy was in pivotal trials for relapsed or refractory diffuse large B-cell lymphoma. These were investigational programs described in 2018 company materials, not a claim that the therapies were approved products at the time of acquisition. Celgene’s closing announcement describes the rights and development status.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What the $3 billion sales figure meant
Celgene’s January 2018 announcement said JCAR017 had potential global peak sales of approximately $3 billion. That was Celgene’s forecast at the time of the acquisition announcement, not revenue already earned or a guaranteed commercial result. The company’s announcement identifies the figure as potential sales.
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