April 15, 2009
Gilead Sciences Successfully Completes Tender Offer for Shares of CV Therapeutics With Over 88 Percent of Shares Tendered
FOSTER CITY, Calif.--(BUSINESS WIRE)--Apr. 15, 2009--
Gilead Sciences, Inc. (Nasdaq:GILD) announced today the successful
completion of its cash tender offer for all of the outstanding shares of
common stock of CV Therapeutics, Inc. (Nasdaq:CVTX). The offer expired
as scheduled at one minute following 11:59 p.m., New York City time
(midnight), on April 14, 2009.
Based on preliminary information from the depositary for the tender
offer, 59,377,080 shares, representing over 88 percent of the
outstanding shares of common stock of CV Therapeutics as of the close of
business on April 14, 2009, were validly tendered and not withdrawn
prior to the expiration of the tender offer. All of such shares have
been accepted for payment in accordance with the terms of the offer
including 4,625,773 of such shares that were tendered pursuant to the
tender offer’s guaranteed delivery procedure.
As previously announced on March 12, 2009, Gilead and CV Therapeutics
entered into a definitive merger agreement for Gilead to acquire all of
the outstanding shares of common stock of CV Therapeutics for $20.00 per
share, net to the holder thereof in cash. Pursuant to the merger
agreement, each share of common stock of CV Therapeutics not accepted
for payment in the tender offer, other than shares held by Gilead and
Acquisition Sub and stockholders of CV Therapeutics who have properly
preserved their appraisal rights under applicable law, will be converted
into the right to receive $20.00 in cash, without interest (the same
price paid in the tender offer), in the merger. Gilead expects to cause
the merger to be completed within a few days, with CV Therapeutics
becoming a wholly-owned subsidiary of Gilead. In order to accomplish the
merger as a “short form” merger, Gilead or a subsidiary intends to
exercise its “top-up” option pursuant to the merger agreement, which
permits Gilead to purchase additional shares of common stock of CV
Therapeutics directly from CV Therapeutics for $20.00 per share (the
same purchase price paid in the offer).
On April 1, 2009, Gilead announced that the required waiting period with
respect to the transaction under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 had been terminated by the United States
Federal Trade Commission prior to the expiration of the waiting period.
About Gilead Sciences
Gilead Sciences is a biopharmaceutical company that discovers, develops
and commercializes innovative therapeutics in areas of unmet medical
need. The company’s mission is to advance the care of patients suffering
from life-threatening diseases worldwide. Headquartered in Foster City,
California, Gilead has operations in North America, Europe and Australia.
Forward Looking Statements
This press release includes forward-looking statements that are subject
to risks, uncertainties and other factors including the risk that the
merger contemplated by the merger agreement will be delayed or will not
be consummated as the transaction is subject to certain closing
conditions. In addition, if and when the transaction is consummated,
there will be risks and uncertainties related to Gilead’s ability to
successfully integrate the products and employees of Gilead and CV
Therapeutics, its ability to increase sales of CV Therapeutics’ approved
products and its ability to advance pipeline programs. These risks,
uncertainties and other factors, and the general risks associated with
Gilead’s business as described in reports and other documents filed with
the Securities and Exchange Commission, could cause actual results to
differ materially from those referred to in the forward-looking
statements. The reader is cautioned not to rely on these forward-looking
statements. All forward-looking statements are based on information
currently available to Gilead and Gilead assumes no obligation to update
any such forward-looking statements or other statements included in this
press release.
For more information on Gilead, please call the Gilead Public Affairs
Department at 1-800-GILEAD-5 (1-800-445-3235) or visit www.gilead.com.
Source: Gilead Sciences, Inc.
Gilead Sciences, Inc.
Susan Hubbard, 650-522-5715 (Investors)
Amy
Flood, 650-522-5643 (Media)
