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GILEAD SCIENCES, INC. 8-K Report, Material Agreement (Mar 2, 2020)

Filed March 2, 2020For Securities:GILD

Summary

Gilead Sciences, Inc. (GILD) announced on March 1, 2020, its entry into a definitive agreement to acquire Forty Seven, Inc. (FTSV) through a tender offer followed by a merger. The acquisition is valued at $95.50 per share in cash, representing a total transaction value of approximately $4.9 billion. This strategic move significantly bolsters Gilead's immuno-oncology pipeline, particularly with Forty Seven's lead drug candidate, magrolimab, a first-in-class antibody targeting CD47. Magrolimab is being investigated in combination with other therapies for various cancers, including myelodysplastic syndromes and non-small cell lung cancer. The acquisition aims to leverage Gilead's expertise and resources to accelerate the development and commercialization of Forty Seven's promising assets, positioning Gilead for future growth in the oncology space.

Key Highlights

  • 1Gilead Sciences (GILD) to acquire Forty Seven, Inc. (FTSV) for $95.50 per share in cash.
  • 2Total transaction value for the acquisition is approximately $4.9 billion.
  • 3The acquisition significantly enhances Gilead's immuno-oncology pipeline, notably adding magrolimab (anti-CD47 antibody).
  • 4Magrolimab is a key asset being explored in combination therapies for various hematologic and solid tumors.
  • 5The transaction is structured as a tender offer followed by a merger, with expected completion following customary closing conditions and regulatory approvals.
  • 6Forty Seven has agreed to customary 'no-shop' provisions, with a termination fee of $160 million under specific circumstances.

Frequently Asked Questions

Gilead is acquiring Forty Seven to significantly strengthen its immuno-oncology pipeline, particularly by adding Forty Seven's lead drug candidate, magrolimab, a novel antibody targeting CD47. This acquisition aims to accelerate Gilead's presence and potential in the rapidly growing oncology market.

The acquisition is valued at $95.50 per share in cash, totaling approximately $4.9 billion. The transaction will be an all-cash deal.

The most significant asset is magrolimab, an antibody targeting CD47, which is a crucial 'don't-eat-me' signal that cancer cells use to evade the immune system. Gilead also gains access to Forty Seven's earlier-stage pipeline assets, including FSI-174 and FSI-189, and their associated clinical development programs.

The tender offer is subject to customary conditions, including the tender of a majority of Forty Seven's outstanding shares (more than 50%), the expiration of the Hart-Scott-Rodino (HSR) antitrust waiting period, and the absence of any legal prohibitions. Following a successful tender offer, a merger will occur under Delaware law.