Gilead Sciences Announces Expiration of Hart-Scott-Rodino Waiting Period for CymaBay Tender Offer
11 Mars 2024 - 1:24PM
Business Wire
Gilead Sciences, Inc. (Nasdaq: GILD) today announced that the
required waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR Act) with respect to Gilead’s cash
tender offer for CymaBay Therapeutics, Inc. expired at 11:59 p.m.
on March 8, 2024.
On February 22, 2024, Gilead and CymaBay filed the Premerger
Notification and Report Forms required under the HSR Act with the
Federal Trade Commission and the Antitrust Division of the U.S.
Department of Justice.
The expiration of the HSR waiting period satisfies one of the
conditions to consummate the tender offer. Other conditions remain
to be satisfied, including, among others, a minimum tender of
shares of common stock of CymaBay representing a majority of the
total number of outstanding shares of common stock of CymaBay.
Unless the tender offer is extended, the offer and withdrawal
rights will expire at one minute after 11:59 p.m., Eastern Time, on
March 21, 2024.
About Gilead Sciences
Gilead Sciences, Inc. is a biopharmaceutical company that has
pursued and achieved breakthroughs in medicine for more than three
decades, with the goal of creating a healthier world for all
people. The company is committed to advancing innovative medicines
to prevent and treat life-threatening diseases, including HIV,
viral hepatitis, COVID-19, and cancer. Gilead operates in more than
35 countries worldwide, with headquarters in Foster City,
Calif.
Forward-Looking Statements
This communication contains forward-looking statements related
to Gilead, CymaBay and the acquisition of CymaBay by Gilead 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 CymaBay and members of their respective senior
management teams. Forward- looking statements include, without
limitation, statements regarding the transaction and related
matters, prospective performance and opportunities, post-closing
operations and the outlook for the companies’ businesses,
including, without limitation, the ability of Gilead to advance
CymaBay’s product pipeline, and successfully commercialize
seladelpar; the possibility of unfavorable results from clinical
trials; regulatory applications and related timelines; filings and
approvals relating to the transaction; the expected timing of the
completion of the transaction; the ability to complete the
transaction considering the various closing conditions;
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: uncertainties
as to the timing of the tender offer and merger; uncertainties as
to how many of CymaBay’s stockholders will tender their stock in
the offer; the possibility that competing offers will be made; the
possibility that various closing conditions for the transaction may
not be satisfied or waived, including that a governmental entity
may prohibit, delay or refuse to grant approval for the
consummation of the transaction; the effects of the transaction on
relationships with employees, other business partners or
governmental entities; the difficulty of predicting the timing or
outcome of regulatory approvals or actions, if any; the impact of
competitive products and pricing; other business effects, including
the effects of industry, economic or political conditions outside
of the companies’ control; transaction costs; actual or contingent
liabilities; adverse impacts on business, operating results or
financial condition in the future due to pandemics, epidemics or
outbreaks; and other risks and uncertainties detailed from time to
time in the companies’ periodic reports filed with the U.S.
Securities and Exchange Commission (the “SEC”), including current
reports on Form 8-K, quarterly reports on Form 10-Q and annual
reports on Form 10-K, as well as the Schedule 14D-9 filed on
February 23, 2024 by CymaBay and the Schedule TO and related tender
offer documents filed on February 23, 2024 by Gilead and Pacific
Merger Sub, Inc. (“Purchaser”), a wholly owned subsidiary of
Gilead. All forward-looking statements are based on information
currently available to Gilead and CymaBay, and Gilead and CymaBay
assume no obligation and disclaim any intent to update any such
forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
securities of CymaBay, nor is it a substitute for any tender offer
materials that Gilead, Pacific Merger Sub, Inc. or CymaBay have
filed with the SEC. Gilead and Purchaser have filed a Tender Offer
Statement on Schedule TO with the SEC containing an offer to
purchase all of the outstanding shares of common stock of CymaBay
for $32.50 per share, and CymaBay has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. The tender offer is being
made solely by means of the Offer to Purchase, and the exhibits
filed with respect thereto (including the Letter of Transmittal),
which contain the full terms and conditions of the tender offer.
CYMABAY STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE
TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT
TO THE TENDER OFFER. The Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement on Schedule 14D-9, have
been sent to all stockholders of CymaBay at no expense to them. The
Tender Offer Statement on Schedule TO, the
Solicitation/Recommendation Statement on Schedule 14D-9, and other
related documents are available for free at the SEC’s web site at
www.sec.gov. Additional copies may be obtained for free by
contacting Gilead or CymaBay. Free copies of these materials and
certain other offering documents are available by Gilead by mail to
Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA 94404,
attention: Investor Relations, by phone at 1-800-GILEAD-5 or
1-650-574-3000, or by directing requests for such materials to the
information agent for the offer, Innisfree M&A Incorporated,
501 Madison Avenue, 20th Floor, New York, New York 10022.
Stockholders may call toll free: (877) 456-3507; Banks and Brokers
may call collect: (212) 750-5833. Investors and security holders of
CymaBay may also obtain, free of charge, the
Solicitation/Recommendation Statement on Schedule 14D-9 and other
related documents that the Company has filed with or furnished to
the SEC under the “Investors & Media” section of CymaBay’s
website at https://www.cymabay.com/investors-media.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, Gilead and CymaBay file
annual, quarterly and current reports, proxy statements and other
information with the SEC. Gilead’s and CymaBay’s filings with the
SEC are also available for free to the public from commercial
document-retrieval services and at the website maintained by the
SEC at www.sec.gov.
Gilead and the Gilead logo are trademarks of
Gilead Sciences, Inc., or its related companies. The CymaBay name
and logo are trademarks of CymaBay.
For more information about Gilead, please visit the company’s
website at www.gilead.com, follow Gilead on X/Twitter (@Gilead
Sciences) and LinkedIn (@Gilead-Sciences).
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version on businesswire.com: https://www.businesswire.com/news/home/20240311327601/en/
Investors: Jacquie Ross investor_relations@gilead.com
Media: Ashleigh Koss public_affairs@gilead.com
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