- Current report filing (8-K)
February 25 2011 - 2:32PM
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):
|
|
February 21, 2011
|
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.
|
Agreement and Plan of Merger with Calistoga Pharmaceuticals, Inc.
On February 21, 2011, Gilead Sciences, Inc., a Delaware corporation (Gilead), Gilead
Biopharmaceutics Ireland Corporation, a subsidiary of Gilead (GBIC), Gilead Sciences Limited, a
subsidiary of GBIC (GSL), Calistoga Pharmaceuticals, Inc., a privately-held, development-stage
Delaware corporation (Calistoga), and Shareholder Representative Services LLC, a Colorado limited
liability company (Stockholders Agent), 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), a newly-formed, wholly-owned subsidiary of GBIC (Merger Sub) will merge with and into
Calistoga (the Merger), with Calistoga as the surviving corporation. The consideration for the
transaction consists of $375 million in cash, a portion of which is subject to an escrow to fund
any indemnity claims Gilead may have following the closing. Calistoga could earn up to an
additional $225 million if certain milestones are achieved.
The Merger Agreement includes customary representations, warranties and covenants on the part
of Calistoga, Gilead, GBIC and Merger Sub, including an obligation on the part of Calistoga to
operate its business in the ordinary course until the Merger is consummated.
The Merger Agreement has been approved by the boards of directors of Gilead and Calistoga, as
well as by the requisite stockholders of Calistoga. The transaction does not require the approval
of Gileads stockholders. Gileads obligation to consummate the Merger is subject to a number of
closing conditions, including: (i) the absence of any legal restraint or injunction prohibiting the
Merger, or any pending or overtly threatened litigation by a governmental entity that would
challenge the legality of the Merger, nullify the Merger Agreement or materially change or prohibit
the transactions contemplated by the Merger Agreement; (ii) the accuracy of Calistogas
representations and warranties in the Merger Agreement; (iii) Calistogas compliance with its
covenants and other obligations under the Merger Agreement; and (iv) the absence of any material
adverse effect with respect to Calistoga. The Merger will require filings and clearance under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Gilead currently expects that
the transaction will close in the second quarter of 2011.
Shortly following the execution of the Merger Agreement, Gilead notified Calistoga that it
would replace GSL with Merger Sub for all purposes under the Merger Agreement.
On February 22, 2011, Gilead and Calistoga issued a joint press release, a copy of which is
filed as Exhibit 99.1 hereto and incorporated by reference herein, announcing the entering into of
the Merger Agreement.
The foregoing descriptions of the Merger Agreement do not purport to be complete and are
qualified in their 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
exhibits to Gileads Quarterly Report on Form 10-Q for the quarter ending March 31, 2011.
1
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
99.1
|
|
|
Joint Press Release, issued by Gilead Sciences, Inc. and
Calistoga Pharmaceuticals, Inc. on February 22, 2011.
|
2
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.
|
|
|
|
|
|
February 25, 2011
|
|
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 Calistoga Pharmaceuticals, Inc. on February 22, 2011
|
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