Gilead Sciences Completes Tender Offer for All Outstanding Shares of Kite Pharma, Inc.
October 03 2017 - 8:00AM
Business Wire
Gilead Sciences, Inc. (Nasdaq: GILD) today announced the
successful completion of the tender offer by its wholly-owned
subsidiary, Dodgers Merger Sub, Inc. (“Purchaser”), for all of the
outstanding shares of common stock of Kite Pharma, Inc. (Nasdaq:
KITE) at a price of $180 per share, net to the seller in cash,
without interest. Computershare Trust Company, N.A., the depositary
for the tender offer, has advised Gilead that, as of one minute
after 11:59 p.m., New York City time, on October 2, 2017, the
initial expiration of the tender offer, approximately 38,324,617
shares were validly tendered and not withdrawn in the tender offer,
representing approximately 66.20% of Kite’s currently outstanding
shares (including 2,003,002 shares delivered through Notices of
Guaranteed Delivery, representing approximately 3.46% of the shares
outstanding). Gilead has accepted for payment all shares validly
tendered and not withdrawn and will promptly pay for such shares.
Eligible Kite shares exclude shares held by Kite (or in Kite’s
treasury), shares held by Gilead or any of its subsidiaries,
including Purchaser, and shares held by any Kite stockholder who
exercised appraisal rights under Section 262 of the Delaware
General Corporate Law (the “DGCL”).
Purchaser will acquire all of the remaining outstanding shares
of Kite common stock by means of a merger of Purchaser with and
into Kite without a vote of Kite’s other stockholders pursuant to
Section 251(h) of the DGCL. Following the merger, Kite will become
a wholly-owned subsidiary of Gilead, and each share of Kite’s
outstanding common stock will be cancelled and converted into the
right to receive the same consideration, without interest, received
by holders who tendered in the tender offer. Thereafter, Kite
common stock will cease to be traded on the NASDAQ Global Select
Market.
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, 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 Gilead and
members of its senior management team. 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 merger; 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 Gilead’s 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 Gilead assumes no
obligation and disclaims any intent to update any such
forward-looking statements.
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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Gilead Sciences, Inc.InvestorsSung Lee, 650-524-7792orMediaAmy
Flood, 650-522-5643
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