Filed: Jan. 31, 2018
Latest Update: Jan. 31, 2018
Summary: STIPULATED MOTION AND ORDER STAYING ACTION PENDING OUTCOME OF ANNOUNCED ACQUISITION OF DEFENDANT JUNO THERAPEUTICS, INC. RICARDO S. MARTINEZ , District Judge . Defendants Hans E. Bishop, Richard D. Klausner, Robert T. Nelsen, Howard H. Pien, Hal V. Barron, Thomas O. Daniel, Anthony B. Evnin, Mary Agnes Wilderotter, Marc Tessier-Lavigne, Steven D. Harr, and Mark J. Gilbert, and Nominal Defendant Juno Therapeutics, Inc. ("Juno") (collectively, "Defendants"), and plaintiffs David E. Mays and P
Summary: STIPULATED MOTION AND ORDER STAYING ACTION PENDING OUTCOME OF ANNOUNCED ACQUISITION OF DEFENDANT JUNO THERAPEUTICS, INC. RICARDO S. MARTINEZ , District Judge . Defendants Hans E. Bishop, Richard D. Klausner, Robert T. Nelsen, Howard H. Pien, Hal V. Barron, Thomas O. Daniel, Anthony B. Evnin, Mary Agnes Wilderotter, Marc Tessier-Lavigne, Steven D. Harr, and Mark J. Gilbert, and Nominal Defendant Juno Therapeutics, Inc. ("Juno") (collectively, "Defendants"), and plaintiffs David E. Mays and Pa..
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STIPULATED MOTION AND ORDER STAYING ACTION PENDING OUTCOME OF ANNOUNCED ACQUISITION OF DEFENDANT JUNO THERAPEUTICS, INC.
RICARDO S. MARTINEZ, District Judge.
Defendants Hans E. Bishop, Richard D. Klausner, Robert T. Nelsen, Howard H. Pien, Hal V. Barron, Thomas O. Daniel, Anthony B. Evnin, Mary Agnes Wilderotter, Marc Tessier-Lavigne, Steven D. Harr, and Mark J. Gilbert, and Nominal Defendant Juno Therapeutics, Inc. ("Juno") (collectively, "Defendants"), and plaintiffs David E. Mays and Paul Szollosi (collectively, "Plaintiffs"), by and through their respective counsel, submit this Stipulated Motion and Proposed Order pursuant to LR 10(g):
WHEREAS, on September 8, 2017, Plaintiff David E. Mays filed a putative shareholder derivative action purportedly on behalf of Juno, and on November 6, 2017, Plaintiff Paul Szollosi filed a similar putative shareholder derivative action purportedly on behalf of Juno;
WHEREAS, on December 5, 2017, the Court consolidated the two actions and ordered a briefing schedule for Defendants' Motion to Transfer ("Motion"), with Defendants' motion to be filed no more than fourteen days after the order, Plaintiffs' opposition to be filed no more than 45 days later, and Defendants' reply to be filed no more than 30 days after Plaintiffs' opposition is filed (Dkt. 27);
WHEREAS, pursuant to the December 5, 2017 consolidation order, Defendants filed their Motion on December 19, 2017 (Dkt. 28);
WHEREAS, on January 22, 2018, Juno and Celgene Corporation ("Celgene") announced the signing of a definitive merger agreement in which Celgene has agreed to acquire Juno for $87 per share in cash (the "Acquisition") pursuant to a tender offer for all outstanding shares of Juno ("Tender Offer");
WHEREAS, the Tender Offer is anticipated to close in Q1 2018 (i.e., by the end of March 2018);
WHEREAS, the parties agree that, if the Tender Offer is completed and the Acquisition closes, Plaintiffs will no longer have standing to pursue these putative derivative actions;
WHEREAS, for the purpose of ensuring that this action proceeds in an efficient and orderly fashion, counsel for the parties have conferred and agreed to suspend briefing on the Motion and all other pretrial proceedings herein, pending the outcome of the Tender Offer and Acquisition;
NOW, THEREFORE, the undersigned parties, by and through their counsel of record, hereby agree and stipulate to the following:
1. The briefing schedule on Defendants' Motion as ordered by the Court on December 5, 2017 is vacated;
2. All other pretrial proceedings are stayed;
3. In the event the Acquisition fails to close, the parties agree to meet and confer in good faith to agree on a new schedule for the filing of Plaintiffs' Opposition to the Motion and Defendants' Reply in support of the Motion, as well as the hearing on the Motion.
IT IS SO ORDERED.
