|
Item 2.01.
|
Completion of Acquisition or Disposition of Assets.
|
As previously disclosed, on September 13,
2020, Gilead Sciences, Inc., a Delaware corporation (“Parent” or “Gilead”), entered
into an Agreement and Plan of Merger (the “Merger Agreement”), among Parent, Immunomedics, Inc., a
Delaware corporation (“Immunomedics”), and Maui Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent (“Purchaser”). In accordance with the terms of the Merger Agreement, on October 23,
2020, Gilead completed the acquisition of Immunomedics.
Pursuant to the Merger Agreement, and upon
the terms and subject to the conditions thereof, on September 24, 2020, Purchaser commenced a tender offer (the “Offer”),
to purchase all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.01 per share,
of Immunomedics, other than any Shares held immediately prior to the effective time of the Merger by Immunomedics (or held in Immunomedics’
treasury) and any Shares held immediately prior to the effective time of the Merger by Parent, Purchaser or any other direct or
indirect wholly owned subsidiary of Parent, at a price of $88.00 per Share (the “Offer Price”), net to the seller
in cash, without interest and subject to any required withholding of taxes.
The
Offer expired at one minute after 11:59 p.m., Eastern Time, on October 22, 2020. According to Computershare Trust
Company, N.A., the depositary for the Offer, 188,227,162 Shares were validly tendered and not withdrawn in the Offer,
representing approximately 81.38% of the outstanding Shares (not including 12,451,797 Shares delivered through Notices of
Guaranteed Delivery, representing approximately 5.38% of the Shares outstanding). The number of Shares tendered satisfied the
condition to the Offer that there be validly tendered and not validly withdrawn prior to the expiration of the Offer a
number of Shares that, considered together with all other Shares (if any) beneficially owned by Parent and its affiliates,
represent one more Share than 50% of the total number of Shares outstanding at the expiration of the Offer (excluding Shares
tendered by notice of guaranteed delivery that
have not yet been “received” (as such term is defined in Section 251(h)(6)(f) of the General
Corporation Law of the State of Delaware (the “DGCL”))).
All conditions to the Offer having been satisfied or waived, Gilead and Purchaser accepted for payment all Shares validly
tendered and not validly withdrawn.
Following the consummation of the Offer,
the remaining conditions to the Merger set forth in the Merger Agreement were satisfied or waived, and on October 23, 2020,
Purchaser merged with and into Immunomedics pursuant to Section 251(h) of the DGCL, with Immunomedics being the surviving
corporation (the “Merger”). At the effective time of the Merger, each Share (other than (i) Shares held
by Immunomedics (or held in Immunomedics’ treasury), (ii) Shares held by Parent, Purchaser, or any other direct or indirect
wholly owned subsidiary of Parent and (iii) Shares held by stockholders who have properly exercised and perfected their demands
for appraisal of such Shares in accordance with the DGCL and have neither withdrawn nor lost such rights prior to the effective
time of the Merger) converted into the right to receive an amount in cash equal to the Offer Price, without interest and subject
to any required withholding of taxes.
The
aggregate consideration paid by Gilead to acquire the Shares in the Offer and Merger was approximately $21 billion. Gilead obtained
the funds necessary to fund the acquisition through (i) proceeds from the borrowings under the Term Loan Facility Credit Agreement
dated October 23, 2020 among Gilead, as borrower, each lender from time to time party thereto and Barclays Bank PLC, as
administrative agent, consisting of a $1 billion senior unsecured term loan facility, (ii) proceeds from the offering of senior
unsecured notes, consisting of $500 million aggregate principal amount of floating rate notes due 2021, $500 million aggregate
principal amount of floating rate notes due 2023, $2 billion aggregate principal amount of 0.75% senior notes due 2023, $1 billion
aggregate principal amount of 1.65% senior notes due 2030 and $1 billion aggregate principal amount of 2.60% senior notes due 2040,
on the terms and conditions previously disclosed in the final prospectus supplement filed by Gilead with the Securities and Exchange
Commission pursuant to Rule 424(b)(5) on September 25, 2020 and (iii) cash on hand.
The foregoing description of the Merger
Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference
to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Gilead with the Securities and Exchange Commission on September 14, 2020 and which is incorporated by reference herein.