March 31, 2009
Gilead Sciences Announces Early Termination of Hart-Scott-Rodino Waiting Period
FOSTER CITY, Calif.--(BUSINESS WIRE)--Mar. 31, 2009--
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 CV Therapeutics,
Inc. (Nasdaq:CVTX) 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 during the second quarter of 2009,
subject to customary closing conditions. Unless the tender offer is
extended, the offer and withdrawal rights will expire at 12:00 midnight
(one minute after 11:59 pm), New York City time, on April 14, 2009.
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell CV Therapeutics 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 CV Therapeutics 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.
Forward-Looking Statements
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 CV Therapeutics 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 during the second
quarter of 2009 will depend on a number of factors outside the parties’
control, including the satisfaction of 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.
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 CV Therapeutics. CV Therapeutics 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 CV Therapeutics 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 CV Therapeutics at no expense
to them. The tender offer materials and the Solicitation/Recommendation
Statement are available for free at the SEC’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,
and free copies of the Solicitation/Recommendation Statement are
available from CV Therapeutics by contacting Mackenzie Partners, Inc. at
(800) 322-2885 toll free or (212) 929-5500 collect.
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 CV Therapeutics file
annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Investors may
read and copy any reports, statements or other information filed by
Gilead or CV Therapeutics at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at
1−800−SEC−0330 for further information on the public reference room.
Gilead’s and CV Therapeutics’ filings with the Commission are also
available to the public from commercial document-retrieval services and
at the website maintained by the SEC at http://www.sec.gov.
Interests of Certain Persons in the
Offer and the Merger
Gilead will be, and certain other persons may be, soliciting CV
Therapeutics stockholders to tender their shares into the tender offer.
The directors and executive officers of Gilead and the directors and
executive officers of CV Therapeutics may be deemed to be participants
in Gilead’s solicitation of CV Therapeutics’ stockholders to tender
their shares into the tender offer.
Investors and stockholders may obtain more detailed information
regarding the names, affiliations and interests of the directors and
officers of Gilead and CV Therapeutics in the tender offer by reading
the Offer to Purchase and certain other offer documents, as well as the
Solicitation/Recommendation Statement.
Source: Gilead Sciences, Inc.
Gilead Sciences, Inc.
Susan Hubbard, 650-522-5715 (Investors)
Amy
Flood, 650-522-5643 (Media)
