Gilead Sciences Successfully Completes Tender Offer for Shares of CV Therapeutics With Over 88 Percent of Shares Tendered
April 15 2009 - 8:30AM
Business Wire
Gilead Sciences, Inc. (Nasdaq:GILD) announced today the
successful completion of its cash tender offer for all of the
outstanding shares of common stock of CV Therapeutics, Inc.
(Nasdaq:CVTX). The offer expired as scheduled at one minute
following 11:59 p.m., New York City time (midnight), on April 14,
2009.
Based on preliminary information from the depositary for the
tender offer, 59,377,080 shares, representing over 88 percent of
the outstanding shares of common stock of CV Therapeutics as of the
close of business on April 14, 2009, were validly tendered and not
withdrawn prior to the expiration of the tender offer. All of such
shares have been accepted for payment in accordance with the terms
of the offer including 4,625,773 of such shares that were tendered
pursuant to the tender offer�s guaranteed delivery procedure.
As previously announced on March 12, 2009, Gilead and CV
Therapeutics entered into a definitive merger agreement for Gilead
to acquire all of the outstanding shares of common stock of CV
Therapeutics for $20.00 per share, net to the holder thereof in
cash. Pursuant to the merger agreement, each share of common stock
of CV Therapeutics not accepted for payment in the tender offer,
other than shares held by Gilead and Acquisition Sub and
stockholders of CV Therapeutics who have properly preserved their
appraisal rights under applicable law, will be converted into the
right to receive $20.00 in cash, without interest (the same price
paid in the tender offer), in the merger. Gilead expects to cause
the merger to be completed within a few days, with CV Therapeutics
becoming a wholly-owned subsidiary of Gilead. In order to
accomplish the merger as a �short form� merger, Gilead or a
subsidiary intends to exercise its �top-up� option pursuant to the
merger agreement, which permits Gilead to purchase additional
shares of common stock of CV Therapeutics directly from CV
Therapeutics for $20.00 per share (the same purchase price paid in
the offer).
On April 1, 2009, Gilead announced that the required waiting
period with respect to the transaction under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 had been terminated by the
United States Federal Trade Commission prior to the expiration of
the waiting period.
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 worldwide.
Headquartered in Foster City, California, Gilead has operations in
North America, Europe and Australia.
Forward Looking
Statements
This press release includes forward-looking statements that are
subject to risks, uncertainties and other factors including the
risk that the merger contemplated by the merger agreement will be
delayed or will not be consummated as the transaction is subject to
certain closing conditions. In addition, if and when the
transaction is consummated, there will be risks and uncertainties
related to Gilead�s ability to successfully integrate the products
and employees of Gilead and CV Therapeutics, its ability to
increase sales of CV Therapeutics� approved products and its
ability to advance pipeline programs. These risks, uncertainties
and other factors, and the general risks associated with Gilead�s
business as described in reports and other documents filed with the
Securities and Exchange Commission, 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. All forward-looking statements are
based on information currently available to Gilead and Gilead
assumes no obligation to update any such forward-looking statements
or other statements included in this press release.
For more information on Gilead,
please call the Gilead Public Affairs Department at 1-800-GILEAD-5
(1-800-445-3235) or visit www.gilead.com.
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