Press Releases |
Press Release Archive |
Gilead Palo Alto, Inc. Announces Tender Offer for Convertible NotesPALO ALTO, CA, May 14, 2009 - Gilead Palo Alto, Inc. (formerly CV Therapeutics, Inc.), a wholly-owned subsidiary of Gilead Sciences, Inc. (Nasdaq: GILD), announced today that it has commenced an offer to purchase for cash (the "Offer") up to all of the $292,220,000 aggregate principal amount outstanding under its 2¾% Senior Subordinated Convertible Notes due 2012, 3¼% Senior Subordinated Convertible Notes due 2013 and 2% Senior Subordinated Convertible Debentures due 2023 (collectively, the "Notes"). The terms and conditions of the Offer are set forth in the Notice of Fundamental Change and Offer to Repurchase dated May 12, 2009 (the "Offer to Repurchase") and the related Letter of Transmittal (the "Letter of Transmittal") to be distributed to holders of Notes and filed with the U.S. Securities and Exchange Commission (the "SEC") as exhibits to Gilead Palo Alto's Schedule TO. The tender offer is being made pursuant to the repurchase requirements of each of the Indentures, by and between Gilead Palo Alto and U.S. Bank National Association as Trustee, under which the Notes were issued, as a result of the acquisition of CV Therapeutics, Inc. by Gilead Sciences, Inc. Gilead Palo Alto is offering to purchase the Notes at a price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest up to, but excluding, the date the Notes are purchased pursuant to the Offer. The tender offer will expire at 5:00 p.m., New York City time, on June 11, 2009. Payments of the purchase price for the Notes validly tendered and not withdrawn on or prior to the expiration time and accepted for purchase will be made on June 26, 2009. The tender offer will not be contingent upon any minimum number of Notes being tendered. However, the tender offer will be subject to certain conditions. U.S. Bank National Association is the Depositary for the tender offer. Holders with questions regarding the tender offer may contact U.S. Bank National Association at (800) 934-6802. None of Gilead Palo Alto, its Board of Directors or the Depositary is making any recommendations to holders of Notes as to whether to tender or refrain from tendering their Notes in the tender offer. Holders of Notes must decide how many Notes they will tender, if any. This press release is for informational purposes only and does not constitute an offer to purchase nor a solicitation for acceptance of the Offer described above. The complete terms and conditions of the Offer are set forth in the Offer to Repurchase and Letter of Transmittal that is being filed with the SEC today. Holders are urged to read the tender offer documents carefully when they become available. Holders may obtain copies of the Offer to Repurchase and Letter of Transmittal free of charge at the SEC's website (www.sec.gov) or the Depositary at the number listed above. In addition, free copies of the Offer to Repurchase, the related Letter of Transmittal and certain other offering documents will be made available by Gilead Palo Alto by mail to c/o: Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA 94404, Attention: Investor Relations. About Gilead Palo Alto Forward Looking Statements |