Gilead Sciences to Acquire Calistoga Pharmaceuticals for $375 Million
February 22 2011 - 8:30AM
Business Wire
Gilead Sciences, Inc. (Nasdaq:GILD) and Calistoga
Pharmaceuticals, Inc., a privately-held biotechnology company
focused on the development of medicines to treat cancer and
inflammatory diseases, today announced the signing of a definitive
agreement pursuant to which Gilead will acquire Calistoga for $375
million. Calistoga could earn up to an additional $225 million if
certain milestones are achieved. Gilead anticipates that the deal
will close in the second quarter of 2011, subject to satisfaction
of certain closing conditions, and plans to finance the acquisition
through available cash on hand.
Calistoga has a portfolio of proprietary compounds that
selectively target isoforms of phosphoinositide-3 kinase (PI3K).
This pathway has been shown to be a central signaling pathway for
cellular proliferation, survival and trafficking. The company’s
lead product candidate, CAL-101, is a first-in-class specific
inhibitor of the PI3K delta isoform. PI3K delta is preferentially
expressed in leukocytes involved in a variety of inflammatory and
autoimmune diseases and hematological cancers. CAL-101 is currently
in Phase II studies as a single agent in patients with refractory
indolent non-Hodgkin’s lymphoma (iNHL) and in combination with
rituximab in treatment-naïve elderly patients with chronic
lymphocytic leukemia (CLL). In addition to CAL-101, Calistoga
Pharmaceuticals’ product development pipeline includes other
selective PI3K inhibitors that are in preclinical development, and
may have application in both oncology and inflammatory
diseases.
“Oncology remains an area of significant unmet medical need and
our increased understanding of the genetic basis of cancer allows
for the development of disease specific targeted therapies. We are
very encouraged by emerging clinical data for CAL-101, and this
compound could represent an advance for the treatment of certain
hematological cancers,” said Norbert W. Bischofberger, PhD,
Gilead’s Executive Vice President, Research and Development and
Chief Scientific Officer. “Building on the recent acquisitions of
CGI Pharmaceuticals and Arresto Biosciences, this acquisition
serves to further broaden Gilead’s pipeline and expertise in the
areas of oncology and inflammation. We look forward to working with
the team from Calistoga as we move these programs forward.”
“Our team at Calistoga Pharmaceuticals was the first to
demonstrate the clinical benefit of targeting the delta isoform of
PI3K as a novel treatment approach for patients with CLL and iNHL,”
said Carol Gallagher, PharmD, Calistoga’s President and Chief
Executive Officer. “We are pleased to join Gilead as they share our
vision that more targeted therapies have the potential to improve
the lives of patients with cancer and inflammatory diseases.”
Calistoga Pharmaceuticals' exclusive financial advisor for the
transaction was J.P. Morgan Securities LLC while Wilson Sonsini
Goodrich & Rosati, P.C. was its legal advisor.
About Calistoga
Pharmaceuticals
Calistoga Pharmaceuticals, a privately-held company based in
Seattle, Washington, is dedicated to developing targeted therapies
to improve the health of patients with cancer or inflammatory
diseases. For more information, visit the company’s website at:
www.calistogapharma.com.
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 Asia Pacific.
Forward-Looking
Statement
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 risks that the acquisition of Calistoga will not be
consummated as the transaction is subject to certain closing
conditions and the transaction, if consummated, may not occur on
the timelines currently anticipated. In addition, if and when the
transaction is consummated, there will be risks and uncertainties
related to Gilead’s ability to successfully integrate the business
and employees of Calistoga in Gilead’s business and Gilead’s
ability to successfully advance Calistoga’s pipeline programs,
including CAL-101. 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
are described in detail in Gilead’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2010, as filed 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.comor call Gilead Public
Affairs at 1-800-GILEAD-5 or 1-650-574-3000.
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