Gilead Sciences, Inc. (Nasdaq: GILD) today announced the pricing
of senior unsecured notes in an aggregate principal amount of $7.25
billion, in an underwritten, registered public offering, consisting
of seven tranches:
- $500 million of floating rate notes maturing in 2021 (the “2021
floating rate notes”)
- $500 million of floating rate notes maturing in 2023 (the “2023
floating rate notes” and together with the 2021 floating rate
notes, “the floating rate notes”)
- $2 billion of 0.75% senior notes maturing in 2023 (the “2023
fixed rate notes”)
- $750 million of 1.20% senior notes maturing in 2027 (the “2027
fixed rate notes”)
- $1 billion of 1.65% senior notes maturing in 2030 (the “2030
fixed rate notes”)
- $1 billion of 2.60% senior notes maturing in 2040 (the “2040
fixed rate notes”)
- $1.5 billion of 2.80% senior notes maturing in 2050 (the “2050
fixed rate notes”)
The offering is expected to close September 30, 2020, subject to
customary closing conditions.
As previously announced, Gilead entered into an Agreement and
Plan of Merger with Immunomedics, Inc. (“Immunomedics”) on
September 13, 2020, pursuant to which Gilead will acquire
Immunomedics. Under the terms of the agreement, a wholly-owned
subsidiary of Gilead will promptly commence a tender offer to
acquire all of the outstanding shares of Immunomedics’ common stock
at a price of $88.00 per share in cash. Following successful
completion of the tender offer, Gilead will acquire all remaining
shares not tendered in the offer through a second step merger at
the same price as the tender offer. The consummation of the tender
offer is subject to various conditions, including a minimum tender
of at least a majority of outstanding Immunomedics shares, the
expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other
customary conditions. The acquisition is anticipated to close in
the fourth quarter of 2020.
Gilead intends to use (i) the net proceeds from the floating
rate notes, the 2023 fixed rate notes, the 2030 fixed rate notes
and the 2040 fixed rate notes to finance a portion of the cash
consideration payable in connection with the acquisition and to pay
related fees and expenses and (ii) the net proceeds from the
offering of the 2027 fixed rate notes and 2050 fixed rate notes to
repay $1,000 million in aggregate principal amount of its 4.50%
Senior Notes due 2021 and $1,250 million in aggregate principal
amount of its 4.40% Senior Notes due 2021. If the acquisition is
terminated or otherwise not consummated on or before September 13,
2021, Gilead will be required to redeem the floating rate notes,
the 2023 fixed rate notes, the 2030 fixed rate notes and the 2040
fixed rate notes at a redemption price equal to 101% of the
principal amount of such notes, plus accrued and unpaid interest.
The closing of the offering is not contingent on the closing of the
tender offer or the acquisition.
Barclays Capital Inc. and Wells Fargo Securities are acting as
lead joint book-running managers in the offering. The offering of
the securities is being made only by means of a prospectus
supplement and the accompanying base prospectus, which is filed as
part of Gilead’s effective shelf registration statement on Form S-3
(File No. 333- 242321), copies of which may be obtained from:
Barclays Capital Inc.
c/o Broadridge Financial Solutions,
1155 Long Island Avenue
Edgewood, NY 11717
(888) 603-5874
Email:
barclaysprospectus@broadridge.com
Wells Fargo Securities, LLC
608 2nd Ave South, Suite 1000
Minneapolis, MN 55402
Attention: WFS Customer Service
(800) 645-3751
Email:
wfscustomerservice@wellsfargo.com
An electronic copy of the prospectus supplement and the
accompanying base prospectus may also be obtained at no charge at
the U.S. Securities and Exchange Commission’s website at
http://www.sec.gov/. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any of the
securities, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Gilead Sciences
Gilead Sciences, Inc. is a research-based biopharmaceutical
company that discovers, develops and commercializes innovative
medicines in areas of unmet medical need. The company strives to
transform and simplify care for people with life-threatening
illnesses around the world. Gilead has operations in more than 35
countries worldwide, with headquarters in Foster City,
California.
Forward-Looking
Statements
This press release includes forward-looking statements that are
subject to risks, uncertainties and other factors, including the
current market demand for these types of securities and the
securities of Gilead, Gilead’s ability to consummate the offering
in the currently anticipated timeframe or at all, the negotiations
between Gilead and the underwriters, filings and approvals relating
to the acquisition, the ability to complete the tender offer and
the acquisition in a timely manner or at all, and adverse impacts
on business, operating results or financial condition in the future
due to pandemics, epidemics or outbreaks, such as COVID-19. These
risks, uncertainties and other factors could cause actual results
to differ materially from those referred to in the forward-looking
statements. All statements that address future business, operating
or financial performance or Gilead's strategies or expectations are
forward-looking statements. The reader is cautioned not to rely on
these forward-looking statements. These and other risks that could
impact the offering are described in detail in Gilead’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020, as filed
with the U.S. Securities and Exchange Commission, and may be
updated by the risk factors set forth in any subsequent filing by
Gilead 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.
Additional Information and Where to
Find It
The tender offer described in this document has not yet
commenced. This document is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Immunomedics, nor is it a substitute for any tender offer
materials that Gilead, the purchaser or Immunomedics will file with
the SEC. A solicitation and an offer to buy shares of Immunomedics
will be made only pursuant to an offer to purchase and related
materials that Gilead intends to file with the SEC. At the time the
tender offer is commenced, Gilead will file a Tender Offer
Statement on Schedule TO with the SEC, and Immunomedics will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. IMMUNOMEDICS’ STOCKHOLDERS
AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to
Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation
Statement, will be sent to all stockholders of Immunomedics at no
expense to them. The Tender Offer Statement and the
Solicitation/Recommendation Statement will be made available for
free at the SEC’s web site at www.sec.gov. Additional copies may be
obtained for free by contacting Gilead or Immunomedics. Free copies
of these materials and certain other offering documents will be
made available by Gilead by mail to Gilead Sciences, Inc., 333
Lakeside Drive, Foster City, CA 94404, attention: Investor
Relations, by phone at 1-800-GILEAD-5 or 1-650-574-3000, or by
directing requests for such materials to the information agent for
the offer, which will be named in the Tender Offer Statement.
Copies of the documents filed with the SEC by Immunomedics will be
available free of charge under the “Investors” section of
Immunomedics’ internet website at Immunomedics.com. In addition to
the Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, Gilead and Immunomedics file
annual, quarterly and current reports, proxy statements and other
information with the SEC. Gilead’s and Immunomedics’ filings with
the SEC are also available for free to the public from commercial
document-retrieval services and at the website maintained by the
SEC at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20200923005998/en/
Douglas Maffei, PhD, Investors (650) 522-2739 Amy Flood, Media
(650) 522-5643
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