Gilead Sciences Announces Expiration of Hart-Scott-Rodino Waiting Period for Immunomedics Tender Offer
October 14 2020 - 8:30AM
Business Wire
Gilead Sciences, Inc. (Nasdaq: GILD) today announced that the
required waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR Act) with respect to Gilead’s cash
tender offer for Immunomedics, Inc. expired at 11:59 p.m. on
October 13, 2020.
On September 25, 2020, Gilead and Immunomedics filed the
Premerger Notification and Report Forms required under the HSR Act
with the Federal Trade Commission and the Antitrust Division of the
U.S. Department of Justice.
The expiration of the HSR waiting period satisfies one of the
conditions to consummate the tender offer. Other conditions remain
to be satisfied, including, among others, a minimum tender of
shares of common stock of Immunomedics representing a majority of
the total number of outstanding shares of common stock of
Immunomedics. Unless the tender offer is extended, the offer and
withdrawal rights will expire at one minute after 11:59 p.m.,
Eastern Time, on October 22, 2020.
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.
For more information on Gilead Sciences, please visit the company’s
website at www.gilead.com.
Forward-Looking
Statements
This communication contains forward-looking statements related
to Gilead, Immunomedics and the acquisition of Immunomedics by
Gilead that are subject to risks, uncertainties and other factors.
All statements other than statements of historical fact are
statements that could be deemed forward-looking statements,
including all statements regarding: the intent, belief or current
expectation of the companies’ and members of their senior
management team. Forward-looking statements include, without
limitation, statements regarding the business combination and
related matters, prospective performance and opportunities,
post-closing operations and the outlook for the companies’
businesses, including, without limitation, the ability of Gilead to
advance Immunomedics’ product pipeline, including Trodelvy;
expectations for achieving full FDA approval based on Immunomedics’
confirmatory data for Trodelvy and Immunomedics’ development of
Trodelvy for additional indications; clinical trials (including the
anticipated timing of clinical data, the funding therefor,
anticipated patient enrollment, trial outcomes, timing or
associated costs); the possibility of unfavorable results from
clinical trials; regulatory applications and related timelines,
including the filing and approval timelines for Biologics License
Applications and supplements; filings and approvals relating to the
transaction; the expected timing of the completion of the
transaction; the ability to complete the transaction considering
the various closing conditions; difficulties or unanticipated
expenses in connection with integrating the companies; and any
assumptions underlying any of the foregoing. Investors are
cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on
these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of
risks and uncertainties. Risks and uncertainties that could cause
the actual results to differ from expectations contemplated by
forward-looking statements include: uncertainties as to the timing
of the tender offer and merger; uncertainties as to how many of
Immunomedics’ stockholders will tender their stock in the offer;
the possibility that competing offers will be made; the possibility
that various closing conditions for the transaction may not be
satisfied or waived, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of
the transaction; the effects of the transaction on relationships
with employees, other business partners or governmental entities;
the difficulty of predicting the timing or outcome of FDA approvals
or actions, if any; Immunomedics’ ability to meet post-approval
compliance obligations (on topics including but not limited to
product quality, product distribution and supply chain
requirements, and promotional and marketing compliance); imposition
of significant post-approval regulatory requirements on
Immunomedics’ products, including a requirement for a post-approval
confirmatory clinical study, or failure to maintain (if received)
or obtain full regulatory approval for Immunomedics’ products due
to a failure to satisfy post-approval regulatory requirements, such
as the submission of sufficient data from a confirmatory clinical
study; the impact of competitive products and pricing; other
business effects, including the effects of industry, economic or
political conditions outside of the companies’ control; transaction
costs; actual or contingent liabilities; adverse impacts on
business, operating results or financial condition in the future
due to pandemics, epidemics or outbreaks, such as COVID-19; and
other risks and uncertainties detailed from time to time in the
companies’ periodic reports filed with the U.S. Securities and
Exchange Commission (the “SEC”), including current reports on Form
8-K, quarterly reports on Form 10-Q and annual reports on Form
10-K, as well as the Schedule 14D-9 filed on September 24, 2020 by
Immunomedics and the Schedule TO and related tender offer documents
filed on September 24, 2020 by Gilead and Maui Merger Sub, Inc.
(“Purchaser”), a wholly owned subsidiary of Gilead. All
forward-looking statements are based on information currently
available to Gilead and Immunomedics, and Gilead and Immunomedics
assume no obligation and disclaim any intent to update any such
forward-looking statements.
Additional Information and Where to
Find It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Immunomedics. Gilead and Purchaser have filed a Tender
Offer Statement on Schedule TO with the SEC containing an offer to
purchase all of the outstanding shares of common stock of
Immunomedics for $88.00 per share, and Immunomedics has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. The tender offer is being
made solely by means of the Offer to Purchase, and the exhibits
filed with respect thereto (including the Letter of Transmittal),
which contain the full terms and conditions of the tender offer.
IMMUNOMEDICS’ STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ
THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE
THEY 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, have been sent to all
stockholders of Immunomedics at no expense to them. The Tender
Offer Statement and the Solicitation/Recommendation Statement are
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 are available for request 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, Innisfree M&A Incorporated,
501 Madison Avenue, 20th Floor, New York, New York 10022.
Stockholders may call toll free: (888) 750-5834; Banks and Brokers
may call collect: (212) 750-5833. Copies of the documents filed
with the SEC by Immunomedics are 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.
For more information on Gilead Sciences, please
visit the company’s website at www.gilead.com, follow Gilead on
Twitter (@GileadSciences) or call Gilead Public Affairs at
1-800-GILEAD-5 or 1-650-574-3000.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201014005332/en/
Douglas Maffei, PhD, Investors (650) 522-2739
Amy Flood, Media (650) 522-5643
Gilead Sciences (NASDAQ:GILD)
Historical Stock Chart
From Aug 2024 to Sep 2024
Gilead Sciences (NASDAQ:GILD)
Historical Stock Chart
From Sep 2023 to Sep 2024