Summary
This Form 8-K filing from Gilead Sciences, Inc. (GILD) on March 18, 2009, reports on a material definitive agreement to acquire CV Therapeutics, Inc. (CVT) through a two-step transaction. The primary focus is the execution of an Agreement and Plan of Merger, which outlines Gilead's intention to launch a cash tender offer at $20.00 per share for all outstanding common stock of CV Therapeutics. The acquisition, to be conducted via a wholly-owned subsidiary, Apex Merger Sub, Inc., will be followed by a merger. The offer is contingent on customary conditions, including the tender of a majority of CV Therapeutics shares (fully diluted) and obtaining regulatory approvals. This strategic move signals Gilead's intent to expand its portfolio through inorganic growth, with further details to be provided in forthcoming tender offer materials.
Key Highlights
- 1Gilead Sciences, Inc. has entered into a definitive Agreement and Plan of Merger to acquire CV Therapeutics, Inc.
- 2The acquisition will be executed through a two-step process: a cash tender offer followed by a merger.
- 3Gilead will offer $20.00 per share in cash for all outstanding common stock of CV Therapeutics.
- 4The tender offer is subject to conditions including the tender of more than 50% of CV Therapeutics' shares (fully diluted) and regulatory clearances.
- 5Outstanding CV Therapeutics stock options with an exercise price not greater than $41.00 will be converted into options to acquire Gilead common stock.
- 6The Chairman and CEO of CV Therapeutics, Louis G. Lange, has entered into a Stockholder Agreement to tender his shares and support the transaction.
- 7Gilead and CV Therapeutics issued a joint press release on March 12, 2009, announcing the agreement.