Gilead Sciences and Kite Pharma Announce Expiration of Hart-Scott-Rodino Waiting Period
September 26 2017 - 8:30AM
Business Wire
Gilead Sciences, Inc. (Nasdaq: GILD) and Kite Pharma, Inc.
(Nasdaq: KITE) 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 Kite expired at
11:59 p.m. on September 25, 2017.
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On September 8, 2017, Gilead and Kite 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.
With the expiration of the waiting period, the tender offer is
expected to close in the beginning of October 2017, subject to
customary closing conditions. Unless the tender offer is extended,
the offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on October 3, 2017 (one minute after 11:59 p.m.,
New York City time, on October 2, 2017).
About Kite
Kite is a biopharmaceutical company engaged in the development
of innovative cancer immunotherapies with a goal of providing
rapid, long-term, durable response and eliminating the burden of
chronic care. The company is focused on chimeric antigen receptor
(CAR) and T cell receptor (TCR) engineered cell therapies designed
to empower the immune system’s ability to recognize and kill
tumors. On March 31, 2017, Kite submitted a Biologics License
Application to the FDA for its lead product candidate, axicabtagene
ciloleucel (axi-cel), as a treatment for patients with relapsed or
refractory aggressive non-Hodgkin lymphoma who are ineligible for
autologous stem cell transplant. Kite received priority review on
May 29, 2017 with the Prescription Drug User Fee Act action date
set for November 29, 2017. This submission comes after positive
results from Kite’s ZUMA-1 pivotal trial with axi-cel in patients
with chemorefractory aggressive non-Hodgkin lymphoma. Kite is based
in Santa Monica, California. For more information on Kite, please
visit www.kitepharma.com.
About Gilead Sciences
Gilead Sciences is a biopharmaceutical company that discovers,
develops and commercializes innovative therapeutics in areas of
unmet medical need. Gilead’s mission is to advance the care of
patients suffering from life-threatening diseases. Gilead has
operations in more than 30 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. 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 teams.
Forward-looking statements include, without limitation, statements
regarding the business combination; its effect on Gilead’s revenues
and earnings; the commercial success of Kite’s products; approval
of axi-cel by regulatory authorities; the ability of Gilead to
advance Kite’s product pipeline, including axi-cel; the anticipated
timing of clinical data; the possibility of unfavorable results
from clinical trials; 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 the
accuracy of 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
Kite’s 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; the effects of the transaction on
relationships with employees, customers, other business partners or
governmental entities; other business effects, including the
effects of industry, economic or political conditions outside of
the companies’ control; transaction costs; actual or contingent
liabilities; and other risks and uncertainties detailed from time
to time in the companies’ periodic reports filed with the
Securities and Exchange Commission, including current reports on
Form 8-K, quarterly reports on Form 10-Q and annual
reports on Form 10-K. All forward-looking statements are based
on information currently available to Gilead and Kite, and Gilead
and Kite assume no obligation and disclaim any intent to update any
such forward-looking statements.
Additional Information and Where to
Find It
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of Kite. A solicitation and
an offer to buy shares of Kite have been made pursuant to an offer
to purchase and related materials, as amended and supplemented from
time to time, that Gilead filed with the U.S. Securities and
Exchange Commission on September 5, 2017. Kite has also filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the offer. Kite 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 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 offer documents, as well as the Solicitation/Recommendation
Statement, have been sent to all stockholders of Kite at no expense
to them. The Tender Offer Statement and the
Solicitation/Recommendation Statement are also available for free
at the Commission’s web site at www.sec.gov. 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 Innisfree M&A
Incorporated, the information agent for the offer, toll-free at
(888) 750-5834.
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
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version on businesswire.com: http://www.businesswire.com/news/home/20170926005682/en/
Gilead Sciences, Inc.InvestorsSung Lee,
650-524-7792orMediaAmy Flood, 650-522-5643orKite Pharma,
Inc.Investors & MediaChristine Cassiano, 424-532-5084
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