FOSTER CITY, Calif.--(BUSINESS WIRE)--Oct. 3, 2017--
Gilead Sciences, Inc. (Nasdaq: GILD) today announced the completion of
the previously announced transaction for Dodgers Merger Sub, Inc., a
wholly-owned subsidiary of Gilead (“Purchaser”), to acquire Kite Pharma,
Inc. (Nasdaq: KITE) for $180 per share, net to the seller in cash,
without interest, or approximately $11.9 billion in the aggregate.
On August 28, 2017, Gilead and Kite announced that Kite, Gilead and
Purchaser had signed a definitive merger agreement pursuant to which a
tender offer would be made. Pursuant to the merger agreement, Gilead and
Purchaser commenced a tender offer on September 5, 2017 to acquire all
outstanding shares of Kite at a price of $180 per share, net to the
seller in cash, without interest. On October 3, 2017, Gilead announced
that it had successfully completed the tender offer for all outstanding
shares of common stock of Kite and had accepted for payment all shares
validly tendered and not withdrawn as of the expiration time of the
tender offer and would promptly pay for such shares, which shares
represented approximately 66.20% of Kite’s outstanding shares (including
2,003,002 shares delivered through Notices of Guaranteed Delivery,
representing approximately 3.46% of the shares outstanding). Pursuant to
the terms of the merger agreement, Purchaser merged with and into Kite
on October 3, 2017. All outstanding shares of common stock of Kite,
other than (i) shares owned by Gilead, Purchaser or any of their direct
or indirect wholly-owned subsidiaries, (ii) shares owned by Kite (or
held in Kite’s treasury) and (iii) shares held by Kite stockholders who
properly demand appraisal for their shares under Delaware law, were
canceled and converted into the right to receive cash equal to the $180
price per share.
As a result of the completion of the merger, Kite has become a
wholly-owned subsidiary of Gilead and the common stock of Kite 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 October 3, 2017.
“We are excited to welcome more than 700 talented Kite employees to the
Gilead organization,” said John F. Milligan, PhD, Gilead’s President and
Chief Executive Officer. “Throughout our respective histories, each
company has demonstrated a deep commitment to advancing life-saving
therapies for people who need them. I look forward to all that we will
accomplish together, as a combined organization.”
Bank of America Merrill Lynch, Lazard and Barclays acted as financial
advisors to Gilead. Skadden, Arps, Slate, Meagher & Flom LLP acted as
Gilead’s legal advisors.
Centerview Partners acted as exclusive financial advisor to Kite.
Jeffries LLC and Cowen and Company, LLC also provided advice to Kite.
Sullivan & Cromwell LLP and Cooley LLP acted as Kite’s legal advisors.
About Kite
Kite is a biopharmaceutical company engaged in the development of
innovative cancer immunotherapies with a goal of providing rapid,
long-term, durable response and eliminating the burden of chronic care.
The company is focused on chimeric antigen receptor (CAR) and T cell
receptor (TCR) engineered cell therapies designed to empower the immune
system’s ability to recognize and kill tumors. On March 31, 2017, Kite
submitted a Biologics License Application to the FDA for its lead
product candidate, axi-cel, as a treatment for patients with relapsed or
refractory aggressive non-Hodgkin lymphoma who are ineligible for
autologous stem cell transplant. Kite received priority review on May
29, 2017 with the Prescription Drug User Fee Act action date set for
November 29, 2017. In July 2017, Kite announced the submission of a
Marketing Authorization Application to the European Medicines Agency for
axi-cel as a treatment for patients with relapsed/refractory diffuse
large B-cell lymphoma (DLBCL), transformed follicular lymphoma (TFL),
and primary mediastinal B-cell lymphoma (PMBCL) who are ineligible for
autologous stem cell transplant. These submissions come after positive
results from Kite’s ZUMA-1 pivotal trial with axi-cel in patients with
chemorefractory aggressive non-Hodgkin lymphoma. Kite is based in Santa
Monica, California. For more information on Kite, please visit www.kitepharma.com.
About Gilead Sciences
Gilead Sciences is a biopharmaceutical company that discovers, develops
and commercializes innovative therapeutics in areas of unmet medical
need. Gilead’s mission is to advance the care of patients suffering from
life-threatening diseases. Gilead has operations in more than 30
countries worldwide, with headquarters in Foster City, California.
Forward-Looking Statements
This press release includes forward-looking statements that are subject
to risks, uncertainties and other factors. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements, including all statements regarding the
intent, belief or current expectation of Gilead and members of its
senior management team. Forward-looking statements include, without
limitation, statements regarding the business combination, its effect on
Gilead’s revenues and earnings, the commercial success of Kite’s
products, approval of axi-cel by regulatory authorities, the ability of
Gilead to advance Kite’s product pipeline, including axi-cel, the
anticipated timing of clinical data; the possibility of unfavorable
results from clinical trials; difficulties or unanticipated expenses in
connection with integrating the companies; and any assumptions
underlying any of the foregoing. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and
involve risks and uncertainties and are cautioned not to place undue
reliance on these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of risks and
uncertainties. Risks and uncertainties that could cause the actual
results to differ from expectations contemplated by forward-looking
statements include: the effects of the transaction on relationships with
employees, customers, other business partners or governmental entities;
other business effects, including the effects of industry, economic or
political conditions outside of the companies’ control; transaction
costs; actual or contingent liabilities; and other risks and
uncertainties detailed from time to time in the Gilead’s periodic
reports filed with the Securities and Exchange Commission, including
current reports on Form 8-K, quarterly reports on Form 10-Q and annual
reports on Form 10-K. All forward-looking statements are based on
information currently available to Gilead, and Gilead assumes no
obligation and disclaims any intent to update any such forward-looking
statements.
For more information on Gilead Sciences, please visit the company’s
website at www.gilead.com,
follow Gilead on Twitter (@GileadSciences) or call Gilead Public Affairs
at 1-800-GILEAD-5 or 1-650-574-3000
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Source: Gilead Sciences, Inc.
Gilead Sciences, Inc.InvestorsSung Lee, 650-524-7792orMediaAmy
Flood, 650-522-5643
