Gilead Palo Alto, Inc. Announces Tender Offer for Convertible Notes
May 12 2009 - 4:30PM
Business Wire
Gilead Palo Alto, Inc. (formerly CV Therapeutics, Inc.), a
wholly-owned subsidiary of Gilead Sciences, Inc. (Nasdaq:GILD),
announced today that it has commenced an offer to purchase for cash
(the �Offer�) up to all of the $292,220,000 aggregate principal
amount outstanding under its 2�% Senior Subordinated Convertible
Notes due 2012, 3�% Senior Subordinated Convertible Notes due 2013
and 2% Senior Subordinated Convertible Debentures due 2023
(collectively, the �Notes�). The terms and conditions of the Offer
are set forth in the Notice of Fundamental Change and Offer to
Repurchase dated May 12, 2009 (the �Offer to Repurchase�) and the
related Letter of Transmittal (the �Letter of Transmittal�) to be
distributed to holders of Notes and filed with the U.S. Securities
and Exchange Commission (the �SEC�) as exhibits to Gilead Palo
Alto�s Schedule TO. The tender offer is being made pursuant to the
repurchase requirements of each of the Indentures, by and between
Gilead Palo Alto and U.S. Bank National Association as Trustee,
under which the Notes were issued, as a result of the acquisition
of CV Therapeutics, Inc. by Gilead Sciences, Inc.
Gilead Palo Alto is offering to purchase the Notes at a price
equal to 100% of the principal amount of the Notes being
repurchased, plus accrued and unpaid interest up to, but excluding,
the date the Notes are purchased pursuant to the Offer. The tender
offer will expire at 5:00 p.m., New York City time, on June 11,
2009. Payments of the purchase price for the Notes validly tendered
and not withdrawn on or prior to the expiration time and accepted
for purchase will be made on June 26, 2009. The tender offer will
not be contingent upon any minimum number of Notes being tendered.
However, the tender offer will be subject to certain
conditions.
U.S. Bank National Association is the Depositary for the tender
offer. Holders with questions regarding the tender offer may
contact U.S. Bank National Association at (800) 934-6802.
None of Gilead Palo Alto, its Board of Directors or the
Depositary is making any recommendations to holders of Notes as to
whether to tender or refrain from tendering their Notes in the
tender offer. Holders of Notes must decide how many Notes they will
tender, if any.
This press release is for informational purposes only and does
not constitute an offer to purchase nor a solicitation for
acceptance of the Offer described above. The complete terms and
conditions of the Offer are set forth in the Offer to Repurchase
and Letter of Transmittal that is being filed with the SEC today.
Holders are urged to read the tender offer documents carefully when
they become available. Holders may obtain copies of the Offer to
Repurchase and Letter of Transmittal free of charge at the SEC�s
website (www.sec.gov) or the Depositary at the number listed above.
In addition, free copies of the Offer to Repurchase, the related
Letter of Transmittal and certain other offering documents will be
made available by Gilead Palo Alto by mail to c/o: Gilead Sciences,
Inc., 333 Lakeside Drive, Foster City, CA 94404, Attention:
Investor Relations.
About Gilead Palo
Alto
Gilead Palo Alto is a wholly-owned subsidiary of Gilead
Sciences, Inc., and was formerly known as CV Therapeutics. 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, within
the meaning of the Private Securities Litigation Reform Act of
1995, that are subject to risks, uncertainties and other factors,
including statements concerning Gilead Palo Alto�s expectations
regarding the terms of the tender offer and timing for filing its
Schedule TO, Offer to Repurchase and other tender offer documents
and commencing and completing its tender offer for the Notes. There
can be no assurance that the tender offer will be completed or that
it will not be amended or withdrawn. These risks, uncertainties and
other factors, and the general risks associated with Gilead Palo
Alto�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 Palo Alto
and Gilead Palo Alto assumes no obligation to update any such
forward-looking statements or other statements included in this
press release.
For more information on Gilead Palo
Alto, please call the Public Affairs Department at 1-800-GILEAD-5
(1-800-445-3235) or visit www.gilead.com.
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