Gilead Prices $3 Billion of Senior Unsecured Notes
September 14 2017 - 6:45PM
Business Wire
Gilead Sciences, Inc. (NASDAQ:GILD) today announced the pricing
of senior unsecured notes in an aggregate principal amount of $3
billion, in an underwritten, registered public offering, consisting
of four tranches:
- $750,000,000 of floating rate notes
maturing in September 2018
- $750,000,000 of floating rate notes
maturing in March 2019
- $500,000,000 of floating rate notes
maturing in September 2019
- $1,000,000,000 of 1.850% senior notes
maturing in 2019
The notes are rated A by Standard & Poor’s and A3 by
Moody’s. The offering is expected to close September 21, 2017,
subject to customary closing conditions.
As previously announced, Gilead entered into an Agreement and
Plan of Merger with Kite Pharma, Inc. on August 27, 2017, pursuant
to which Gilead will acquire Kite. Pursuant to the terms of the
merger agreement, a wholly-owned subsidiary of Gilead commenced a
tender offer on September 5, 2017 to acquire all of the outstanding
shares of Kite’s common stock at a price of $180.00 per share in
cash. Following successful completion of the tender offer, shares
not tendered in the offer will be cancelled in a second step merger
and converted into the right to receive the same price per share as
in the tender offer. The consummation of the tender offer is
subject to various conditions, including the valid tender of a
minimum number of shares calculated as set forth in the Agreement
and Plan of Merger, the expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, and the satisfaction of other customary conditions.
The acquisition is anticipated to close in the fourth quarter of
2017. Gilead intends to use the net proceeds from the offering to
finance a portion of the cash consideration payable in connection
with the acquisition and to pay related fees and expenses. If the
acquisition is terminated or otherwise not consummated on or before
March 27, 2018, Gilead will be required to redeem the notes at a
redemption price equal to 101% of the principal amount of the
notes, plus accrued and unpaid interest. The closing of the
offering is not contingent on the closing of the tender offer or
the acquisition.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells
Fargo Securities are acting as lead joint book-running managers in
the offering. The offering of the securities is being made only by
means of a prospectus supplement and the accompanying base
prospectus, which is filed as part of Gilead’s effective shelf
registration statement on Form S-3 (File No. 333-220283), copies of
which may be obtained from:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Wells Fargo Securities, LLC
NC1-004-03-43 608 2nd Ave South, Suite 1000 200 North College
Street, 3rd Floor 10038 Minneapolis, MN 55402 Charlotte, NC
28255-0001 Attention: WFS Customer Service Attention: Prospectus
Department (800) 645-3751
Email: dg.prospectus_requests@baml.com
Email:
wfscustomerservice@wellsfargo.com
(800) 294-1322
An electronic copy of the prospectus supplement and the
accompanying base prospectus may also be obtained at no charge at
the Securities and Exchange Commission’s website at http://www.sec.gov/.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities, nor shall
there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
About Gilead Sciences
Gilead Sciences is a biopharmaceutical company that discovers,
develops and commercializes innovative therapeutics in areas of
unmet medical need. The company’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 within
the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to risks, uncertainties and other factors,
including the current market demand for these types of securities
and the securities of Gilead, Gilead’s ability to consummate the
offering in the currently anticipated timeframe or at all, the
negotiations between Gilead and the underwriters, filings and
approvals relating to the acquisition, the expected timing of the
completion of the tender offer and the acquisition and the ability
to complete the tender offer and the acquisition in a timely manner
or at all. These risks, uncertainties and other factors could cause
actual results to differ materially from those referred to in the
forward-looking statements. The reader is cautioned not to rely on
these forward-looking statements. These and other risks that could
impact the offering are described in detail in Gilead’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2017, as filed
with the U.S. Securities and Exchange Commission, and may be
updated by the risk factors set forth in any subsequent filing by
Gilead with the U.S. Securities and Exchange Commission. All
forward-looking statements are based on information currently
available to Gilead, and Gilead assumes no obligation 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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