October 26, 2006
Gilead Sciences Announces Early Termination of Hart-Scott-Rodino Waiting Period
FOSTER CITY, Calif.--(BUSINESS WIRE)--Oct. 26, 2006--Gilead Sciences, Inc. (Nasdaq:GILD) today announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to Gilead's cash tender offer for Myogen, Inc. (Nasdaq:MYOG) has been terminated by the United States Federal Trade Commission prior to the expiration of the waiting period.
The tender offer is expected to close by the end of the fourth quarter of 2006, subject to customary closing conditions. As previously announced, unless the tender offer is extended, the tender offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Friday, November 10, 2006.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell Myogen shares. The tender offer can only be made through an offer to purchase, letter of transmittal and related tender offer materials. The tender offer materials, certain other offer materials, and the solicitation/recommendation statement have been sent to all stockholders of Myogen and also are available free of charge at the SEC's website at www.sec.gov.
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. For more information on Gilead Sciences, please visit the company's website at www.gilead.com or call Gilead Public Affairs at 1-800-GILEAD-5 or 1-650-574-3000.
This press release includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors including the risk that the acquisition of Myogen will not be consummated as the transaction is subject to certain closing conditions. For example, the ability of the parties to close the tender offer by the end of 2006 will depend on a number of factors outside the parties' control, including the satisfaction of closing conditions. 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.
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 Myogen. Myogen stockholders are urged to read the relevant tender offer documents because they contain important information that stockholders should consider before making any decision regarding tendering their shares. Gilead has filed tender offer materials with the U.S. Securities and Exchange Commission, and Myogen has filed a Solicitation/Recommendation Statement with respect to the offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement 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 made available to all stockholders of Myogen at no expense to them, and are available for free at the Commission's web site at www.sec.gov. Free copies of the Offer to Purchase, the related Letter of Transmittal and certain other offering documents are available from Gilead by mailing requests for such materials to Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA 94404, attention: Investor Relations.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Gilead and Myogen file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by Gilead or Myogen at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. Gilead's and Myogen's filings with the Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at www.sec.gov.
Interests of Certain Persons in the Offer and the Merger
Gilead will be, and certain other persons may be, soliciting Myogen stockholders to tender their shares into the tender offer. The directors and executive officers of Gilead and the directors and executive officers of Myogen may be deemed to be participants in Gilead's solicitation of Myogen's stockholders to tender their shares into the tender offer.
CONTACT: Gilead Sciences, Inc.
Susan Hubbard, 650-522-5715
Amy Flood, 650-522-5643
SOURCE: Gilead Sciences, Inc.