공시 • Mar 22
Gilead Sciences, Inc. (NasdaqGS:GILD) completed the acquisition of CymaBay Therapeutics, Inc. (NasdaqGS:CBAY).
Gilead Sciences, Inc. (NasdaqGS:GILD) entered into an Agreement and Plan of Merger to acquire CymaBay Therapeutics, Inc. (NasdaqGS:CBAY) for $3.7 billion on February 11, 2024. Under the terms of the merger agreement entered into in connection with the transaction, Gilead will promptly commence a tender offer to acquire all of the outstanding shares of CymaBay’s common stock at a price of $32.50 per share in cash, which offer price represents a 27 percent premium to CymaBay’s closing share price on February 9, 2024. Following successful completion of the tender offer, Gilead will acquire all remaining shares not tendered in the offer through a second step merger at the same price as in the tender offer. The tender offer commenced on February 23, 2024, and will end on March 21, 2024. The transaction is expected to close on March 22, 2024.
Consummation of the tender offer is subject to a minimum tender of at least a majority of then-outstanding CymaBay shares, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, subject to regulatory approvals and other customary conditions. The transaction was approved by both the Gilead and CymaBay Boards of Directors and is anticipated to close during the first quarter of 2024. Upon FDA approval of seladelpar, the proposed transaction is expected to enhance Gilead’s revenue growth, and it is also expected that the transaction will be approximately neutral to earnings per share in 2025 and significantly accretive thereafter. On March 11, 2024, waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, expired.
BofA Securities, Inc. and Guggenheim Securities, LLC are acting as financial advisors to Gilead. Centerview Partners LLC and Lazard are acting as financial advisors to CymaBay. Each of Centerview Partners LLC and Lazard Frères & Co. LLC has rendered to the CymaBay's Board of Directors its oral opinion. Paul S. Scrivano, Kyoko Takahashi Lin, David R. Bauer, Michael Mollerus and Cheryl Chan of Davis Polk & Wardwell LLP acted as legal advisors for Gilead. Richard Hall, Matthew L. Ploszek, Jonathan J. Katz, senior attorney Arian Mossanenzadeh, J. Leonard Teti II, Sasha Rosenthal-Larrea, Matthew Morreale, Jesse M. Weiss, Joyce Law, Brian Budnick, Gabriela Flores-Romo and Kenya Rowser of Cravath, Swaine & Moore LLP acted as legal advisors for CymaBay. Equiniti Trust Company, LLC is Transfer Agent of CymaBay Therapeutics. Andrew Bab of Debevoise & Plimpton LLP is advising Guggenheim Securities LLC as financial advisor to Gilead Sciences Inc. Innisfree M&A Incorporated acted as information agent and Equiniti Trust Company, LLC acted as depository to Gilead Sciences Inc.
Gilead Sciences, Inc. (NasdaqGS:GILD) completed the acquisition of CymaBay Therapeutics, Inc. (NasdaqGS:CBAY) on March 22, 2024. On March 22, 2024, Gilead successfully completed the tender offer for all outstanding shares of common stock of CymaBay and accepted for payment all shares validly tendered and not withdrawn as of the expiration time of the tender offer, and Gilead will promptly pay for such shares, which shares represented approximately 77.3% of CymaBay’s outstanding shares (not including 5,095,996 shares delivered through Notices of Guaranteed Delivery, representing approximately 4.2% of the shares outstanding). The Offer expired at one minute after 11:59 p.m. Eastern Time on March 21, 2024 and was not extended. As a result of the completion of the merger, CymaBay has become a wholly owned subsidiary of Gilead and the common stock of CymaBay will no longer be listed for trading on the Nasdaq Global Select Market, which is expected to take effect as of the close of market on March 22, 2024. In connection with the consummation of the Transactions, Robert J. Wills, Janet Dorling, Éric Lefebvre, Caroline Loewy, Sujal Shah, Kurt von Emster and Thomas G. Wiggans, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time. In addition, pursuant to the terms of the Merger Agreement, each officer of the Company resigned and ceased to be an officer of the Company as of the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, the directors and officers of Purchaser as of immediately prior to the Effective Time, which consisted of Andrew D. Dickinson, Deborah Telman and Thomas Kennedy, became the directors and officers of the Company.