Gilead Sciences Completes Acquisition of Immunomedics, Inc.
October 23 2020 - 9:15AM
Business Wire
Gilead Sciences, Inc. (Nasdaq: GILD) today announced the
completion of the previously announced transaction to acquire
Immunomedics, Inc. (Nasdaq: IMMU) for approximately $21 billion in
the aggregate.
“We are very pleased to reach today’s milestone and to welcome
the talented Immunomedics team to the Gilead family. There is a lot
of important work ahead of us to deliver on the vast potential that
Trodelvy offers for patients with cancer,” said Daniel O’Day,
Chairman and Chief Executive Officer, Gilead Sciences. “Together we
will bring Trodelvy to many more patients around the world with
triple-negative breast cancer and continue to explore its potential
in many other types of cancer, both as a monotherapy and in
combination with other treatments.”
On September 13, 2020, Gilead and Immunomedics announced that
Gilead, Immunomedics and Maui Merger Sub, Inc., a wholly owned
subsidiary of Gilead (“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 24, 2020, to acquire all outstanding shares of
Immunomedics at a price of $88.00 per share, net to the seller in
cash, without interest. On October 23, 2020, Gilead successfully
completed the tender offer for all outstanding shares of common
stock of Immunomedics 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tendered and not withdrawn as of the expiration time of the tender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 81.38% of Immunomedics’ outstanding
shares (not including 12,451,797 shares delivered through Notices
of Guaranteed Delivery, representing approximately 5.38% of the
shares outstanding). Pursuant to the terms of the merger agreement,
Purchaser merged with and into Immunomedics on October 23, 2020.
All outstanding shares of common stock of Immunomedics, other than
(i) shares owned by Gilead, Purchaser or any of Gilead’s direct or
indirect wholly owned subsidiaries, (ii) shares owned by
Immunomedics (or held in Immunomedics’ treasury) and (iii) shares
held by Immunomedics stockholders who properly demand appraisal for
their shares under Delaware law, were cancelled and converted into
the right to receive cash equal to the $88.00 price per share.
As a result of the completion of the merger, Immunomedics has
become a wholly owned subsidiary of Gilead and the common stock of
Immunomedics will no longer be listed for trading on the Nasdaq
Global Market, which is expected to take effect as of the close of
market on October 23, 2020.
About Immunomedics
Immunomedics is a leader in next-generation antibody-drug
conjugate (ADC) technology, committed to help transform the lives
of people with hard-to-treat cancers. The company’s proprietary ADC
platform centers on using a novel linker that does not require an
enzyme to release the payload to deliver an active drug inside the
tumor cell and the tumor microenvironment, thereby producing a
bystander effect. Trodelvy, the company’s lead ADC, is the first
ADC the FDA has approved for the treatment of people with
metastatic triple-negative breast cancer and is also the first
FDA-approved anti-Trop-2 ADC. For additional information on
Immunomedics, please visit its website at
http://www.immunomedics.com.
About Gilead Sciences
Gilead Sciences, Inc. is a research-based biopharmaceutical
company that discovers, develops and commercializes innovative
medicines in areas of unmet medical need. The company strives to
transform and simplify care for people with life-threatening
illnesses around the world. Gilead has operations in more than 35
countries worldwide, with headquarters in Foster City, California.
For more information on Gilead Sciences, please visit the company’s
website at www.gilead.com.
Forward-Looking
Statements
This communication contains forward-looking statements related
to Gilead, Immunomedics and the acquisition of Immunomedics 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 the companies’ and members of their senior
management team. Forward-looking statements include, without
limitation, statements regarding the business combination 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 Immunomedics’ product pipeline and successfully
commercialize Trodelvy; expectations for achieving full U.S. Food
and Drug Administration approval based on Immunomedics’
confirmatory data for Trodelvy and Immunomedics’ development of
Trodelvy for additional indications; clinical trials (including the
anticipated timing of clinical data, the funding therefor,
anticipated patient enrollment, trial outcomes, timing or
associated costs); the possibility of unfavorable results from
clinical trials; regulatory applications and related timelines,
including the filing and approval timelines for Biologics License
Applications and supplements; 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, other business partners or
governmental entities; the difficulty of predicting the timing or
outcome of regulatory approvals or actions, if any; Immunomedics’
ability to meet post-approval compliance obligations (on topics
including but not limited to product quality, product distribution
and supply chain requirements, and promotional and marketing
compliance); imposition of significant post-approval regulatory
requirements on Immunomedics’ products, including a requirement for
a post-approval confirmatory clinical study, or failure to maintain
(if received) or obtain full regulatory approval for Immunomedics’
products due to a failure to satisfy post-approval regulatory
requirements, such as the submission of sufficient data from a
confirmatory clinical study; 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, such as
COVID-19; and other risks and uncertainties detailed from time to
time in the companies’ periodic reports filed with the U.S.
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 Immunomedics, and Gilead and
Immunomedics assume no obligation and disclaim 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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version on businesswire.com: https://www.businesswire.com/news/home/20201023005301/en/
Douglas Maffei, PhD, Investors (650) 522-2739
Amy Flood, Media (650) 522-5643
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