- Current report filing (8-K)
June 28 2010 - 11:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
Date of Report (Date of Earliest Event Reported):
|
|
June 23, 2010
|
Gilead Sciences, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
0-19731
|
94-3047598
|
_____________________
(State or other jurisdiction
|
_____________
(Commission
|
______________
(I.R.S. Employer
|
of incorporation)
|
File Number)
|
Identification No.)
|
|
|
|
333 Lakeside Drive, Foster City, California
|
|
94404
|
_________________________________
(Address of principal executive offices)
|
|
___________
(Zip Code)
|
|
|
|
Registrants telephone number, including area code:
|
|
650-574-3000
|
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On June 23, 2010, Gilead Sciences, Inc., a Delaware corporation (Gilead), Cougar Merger Sub, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Gilead (Merger Sub), and CGI
Pharmaceuticals, Inc., a Delaware corporation (CGI), entered into an Agreement and Plan of Merger
(the Merger Agreement).
Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of certain conditions
set forth in the Merger Agreement, at the effective time of the Merger (the Effective Time), Merger
Sub will merge with and into CGI (the Merger), with CGI as the surviving corporation, at which time
CGI will become a wholly-owned subsidiary of Gilead. The aggregate consideration for the
transaction is up to $120 million in cash, a portion of which is subject to fulfillment of certain
post-closing milestones and a portion of which is subject to an escrow to fund any indemnity
claims.
The Merger Agreement includes customary representations, warranties and covenants of CGI, Gilead
and Merger Sub. CGI has agreed to operate its business in the ordinary course until the Merger is
consummated.
On June 23, 2010, the Merger Agreement was adopted by requisite vote of CGIs stockholders.
Consummation of the Merger is subject to various other closing conditions, including, without
limitation: (i) the absence of any legal restraint, injunction, prohibition or other action that
would enjoin, restrain or prohibit or make illegal the consummation of the Merger or the
commencement by any governmental entity of any action in that regard; (ii) the accuracy of the
other partys representations and warranties in the Merger Agreement (subject to customary
materiality qualifiers); (iii) the other partys compliance in all material respects with its
obligations under the Merger Agreement; and (iv) the absence of any material adverse effect. The
Merger is not subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the complete text of the Merger Agreement, which will be filed,
with any confidential terms redacted, with the Securities and Exchange Commission as an exhibit to
Gileads Quarterly Report on Form 10-Q for the period ending on June 30, 2010.
On June 25, 2010, Gilead and CGI issued a joint press release, a copy of which is filed as Exhibit
99.1 hereto and incorporated by reference herein, announcing the execution of the Merger Agreement.
Item 9.01 Financial Statements and Exhibits
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
99.1
|
|
|
Joint Press Release, issued by Gilead Sciences, Inc. and CGI Pharmaceuticals, Inc. on June 25, 2010.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
|
|
|
|
Gilead Sciences, Inc.
|
|
|
|
|
|
June 28, 2010
|
|
By:
|
|
/s/ Robin L. Washington
|
|
|
|
|
|
|
|
|
|
Name: Robin L. Washington
|
|
|
|
|
Title: Senior Vice President and Chief Financial Officer
|
Exhibit Index
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
Joint Press Release, issued by Gilead Sciences, Inc. and CGI Pharmaceuticals, Inc. on June 25, 2010
|
Gilead Sciences (NASDAQ:GILD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Gilead Sciences (NASDAQ:GILD)
Historical Stock Chart
From Jul 2023 to Jul 2024