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|Gilead Sciences to Acquire Kite Pharma for $11.9 Billion|
-- Immediately Positions Gilead as a Leader in
-- Kite's Lead CAR T Therapy Candidate, Axicabtagene Ciloleucel, Under Priority Review in the
-- Provides Broad Pipeline in Hematologic Malignances and Solid Tumors and Robust Platform for Continued Innovation --
-- Leverages Gilead's Expertise in Rapidly Advancing Therapies to Address Unmet Patient Needs --
This Smart News Release features multimedia. View the full release here: http://www.businesswire.com/news/home/20170828005415/en/
Kite is an industry leader in the emerging field of cell therapy, which uses a patient's own immune cells to fight cancer. The company has developed engineered cell therapies that express either a chimeric antigen receptor (CAR) or an engineered T cell receptor (TCR), depending on the type of cancer. Kite's most advanced therapy candidate, axicabtagene ciloleucel (axi-cel), is a CAR T therapy currently under priority review by the
"The acquisition of Kite establishes Gilead as a leader in cellular therapy and provides a foundation from which to drive continued innovation for people with advanced cancers," said
Research and development as well as the commercialization operations for Kite will remain based in
"From the release of our pivotal data for axi-cel, to our potential approval by the
Benefits of the Transaction
Near-term Product Opportunity
Robust Pipeline and Technology Platform to Drive Future Growth
Positions Gilead to be a Global Leader in Oncology and
Leverages Gilead's Core Capabilities to Maximize the Value of Kite's Portfolio
Under the terms of the merger agreement, a wholly-owned subsidiary of Gilead will promptly commence a tender offer to acquire all of the outstanding shares of Kite's common stock at a price of
The consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of outstanding Kite shares on a fully diluted basis, the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act, and other customary conditions.
Gilead plans to finance the transaction with a combination of cash on hand, bank debt and senior unsecured notes. The tender offer is not subject to a financing condition.
BofA Merrill Lynch and Lazard are acting as financial advisors to Gilead.
A replay of the webcast will be archived on the company's website for one year, and a phone replay will be available approximately two hours following the call through
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
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. Gilead has operations in more than 30 countries worldwide, with headquarters in Foster City,
This press release includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, related to Gilead, Kite and the acquisition of Kite by Gilead 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 the companies' and members of their 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 the
Additional Information and Where to Find It
The tender offer described in this document has not yet commenced. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Kite. A solicitation and an offer to buy shares of Kite will be made only pursuant to an offer to purchase and related materials that Gilead intends to file with the
Kite stockholders and other investors are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement, in each case as may be amended from time to time, because they will 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, will be sent to all stockholders of Kite at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the Commission's web site at www.sec.gov. Free copies of these materials and certain other offering documents will be made available by Gilead by mail to
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 Kite file annual, quarterly and special reports, proxy statements and other information with the
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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