How much did Gilead pay for CymaBay and at what price per share?

Gilead paid approximately $4.3 billion in total equity value, at $32.50 per share in cash, without interest and subject to required tax withholding.

Did the acquisition require a shareholder vote?

No. The deal closed through a tender offer followed by a merger under DGCL Section 251(h), which allows a second-step merger without a separate stockholder vote once the tender offer meets the required threshold.

What is the key asset Gilead acquired?

The main asset is seladelpar, CymaBay's lead investigational product for primary biliary cholangitis, including pruritus. It has not been approved anywhere and its safety and efficacy have not been established.

How will the acquisition affect Gilead's 2024 earnings?

Gilead expects the deal to reduce GAAP and non-GAAP 2024 EPS by about $3.10 to $3.20 as an asset acquisition, or by $3.35 to $3.45 after including acquisition costs, associated operating expenses, and lower interest income, versus its February 6, 2024 guidance.

What happens to CymaBay's stock and remaining shareholders?

CymaBay became a wholly owned Gilead subsidiary, and its stock was expected to stop trading on Nasdaq at market close on March 22, 2024. Remaining shares were converted into the right to the $32.50 cash price, except for shares held by Gilead affiliates, CymaBay itself, and holders who properly perfect appraisal rights.

GILD 8-K: Regulation FD

01—Abstract

Summary

Summary of the 8-K filed March 22, 2024. Cited figures are marked; the original filing is the authoritative source.

On March 22, 2024, Gilead Sciences completed its acquisition of CymaBay Therapeutics, a transaction valued at approximately $4.3 billion^a in total equity value.

Gilead's Purchaser subsidiary tender offer, which expired March 21, 2024 at $32.50^b per share in cash, received about 93.7 million shares (roughly 77.3% of outstanding shares), with an additional 5.1 million shares (about 4.2%) tendered via Notices of Guaranteed Delivery. The tender condition was satisfied, and the remaining merger was completed under DGCL Section 251(h) with CymaBay becoming a wholly owned subsidiary, and its Nasdaq listing expected to end at market close on March 22, 2024. Strategically, the deal adds CymaBay's lead investigational candidate, seladelpar, for primary biliary cholangitis (PBC) including pruritus, extending Gilead's liver disease franchise, which it describes as built on more than 20 years of work in the area.

Seladelpar has not been approved anywhere globally, and its safety and efficacy have not been established, so its commercial value remains contingent on clinical and regulatory outcomes. For investors, the key financial impact is earnings dilution in 2024. The transaction is expected to be accounted for as an asset acquisition, reducing Gilead's GAAP and non-GAAP 2024 EPS by about $3.10 to $3.20^c, or about $3.35 to $3.45 after including acquisition costs, associated operating expenses, and lower interest income, relative to the February 6, 2024 full-year guidance.

02—Key points

Key Highlights

Gilead completed the acquisition of CymaBay Therapeutics on March 22, 2024, for approximately $4.3 billion in total equity value at $32.50 per share in cash.
Approximately 77.3% of CymaBay's outstanding shares were validly tendered, plus about 4.2% delivered via Notices of Guaranteed Delivery, satisfying the tender offer's majority condition.
The merger was completed under DGCL Section 251(h), making CymaBay a wholly owned subsidiary; its Nasdaq listing was expected to end at market close on March 22, 2024.
The strategic rationale centers on seladelpar, CymaBay's lead investigational therapy for primary biliary cholangitis (PBC) including pruritus, which strengthens Gilead's liver disease portfolio.
Seladelpar is not approved anywhere globally, and its safety and efficacy have not been established, so the asset's value depends on future clinical and regulatory outcomes.
The deal is expected to reduce Gilead's 2024 GAAP and non-GAAP EPS by about $3.10 to $3.20 as an asset acquisition, or $3.35 to $3.45 including acquisition costs, operating expenses, and lower interest income.
Gilead will promptly pay for the tendered shares, and appraisal rights under Delaware law remain available to CymaBay stockholders who properly demand them.

03—Questions

Frequently Asked Questions

How much did Gilead pay for CymaBay and at what price per share?
Gilead paid approximately $4.3 billion in total equity value, at $32.50 per share in cash, without interest and subject to required tax withholding.
Did the acquisition require a shareholder vote?
No. The deal closed through a tender offer followed by a merger under DGCL Section 251(h), which allows a second-step merger without a separate stockholder vote once the tender offer meets the required threshold.
What is the key asset Gilead acquired?
The main asset is seladelpar, CymaBay's lead investigational product for primary biliary cholangitis, including pruritus. It has not been approved anywhere and its safety and efficacy have not been established.
How will the acquisition affect Gilead's 2024 earnings?
Gilead expects the deal to reduce GAAP and non-GAAP 2024 EPS by about $3.10 to $3.20 as an asset acquisition, or by $3.35 to $3.45 after including acquisition costs, associated operating expenses, and lower interest income, versus its February 6, 2024 guidance.
What happens to CymaBay's stock and remaining shareholders?
CymaBay became a wholly owned Gilead subsidiary, and its stock was expected to stop trading on Nasdaq at market close on March 22, 2024. Remaining shares were converted into the right to the $32.50 cash price, except for shares held by Gilead affiliates, CymaBay itself, and holders who properly perfect appraisal rights.

04—Continue

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