Gilead Announces Expiration of Hart-Scott-Rodino Waiting Period for Forty Seven Tender Offer
30 March 2020 - 11:30PM
Business Wire
Gilead Sciences, Inc. (Nasdaq: GILD) today announced that the
required waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR Act) with respect to Gilead's cash
tender offer for Forty Seven, Inc. expired at 11:59 p.m. on March
27, 2020.
On March 12, 2020, Gilead and Forty Seven filed the Premerger
Notification and Report Forms required under the HSR Act with the
Federal Trade Commission and the Antitrust Division of the U.S.
Department of Justice.
With the expiration of the waiting period, the tender offer is
expected to close in the beginning of April 2020, subject to
customary closing conditions. Unless the tender offer is extended,
the offer and withdrawal rights will expire at 12:00 midnight,
Eastern Time, on April 7, 2020 (one minute after 11:59 p.m.,
Eastern Time, on April 6, 2020).
About Gilead Sciences
Gilead Sciences, Inc. is a research-based biopharmaceutical
company that discovers, develops and commercializes innovative
medicines in areas of unmet medical need. The company strives to
transform and simplify care for people with life-threatening
illnesses around the world. Gilead has operations in more than 35
countries worldwide, with headquarters in Foster City, California.
For more information on Gilead Sciences, please visit the company’s
website at www.gilead.com.
Forward-Looking
Statements
This communication contains forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, related to Gilead, Forty Seven and the acquisition of Forty
Seven 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 and
related matters, prospective performance and opportunities,
post-closing operations and the outlook for the companies’
businesses, including, without limitation, the ability of Gilead to
advance Forty Seven’s product pipeline, including magrolimab,
FSI-174 and FSI-189; regulatory approval of magrolimab, FSI-174 and
FSI-189 on a timely basis; the anticipated timing of clinical data;
the possibility of unfavorable results from clinical trials;
filings and approvals relating to the transaction; the expected
timing of the completion of the transaction; the ability to
complete the transaction considering the various closing
conditions; difficulties or unanticipated expenses in connection
with integrating the companies; and any assumptions underlying any
of the foregoing. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties and are cautioned not to place
undue reliance on these forward-looking statements. Actual results
may differ materially from those currently anticipated due to a
number of risks and uncertainties. Risks and uncertainties that
could cause the actual results to differ from expectations
contemplated by forward-looking statements include: uncertainties
as to the timing of the tender offer and merger; uncertainties as
to how many of Forty Seven’s stockholders will tender their stock
in the offer; the possibility that competing offers will be made;
the possibility that various closing conditions for the transaction
may not be satisfied or waived, including that a governmental
entity may prohibit, delay or refuse to grant approval for the
consummation of the transaction; the effects of the transaction on
relationships with employees, other business partners or
governmental entities; the difficulty of predicting the timing or
outcome of FDA approvals or actions, if any; the impact of
competitive products and pricing; other business effects, including
the effects of industry, economic or political conditions outside
of the companies’ control; transaction costs; actual or contingent
liabilities; adverse impact on business, operating results or
financial condition in the future due to pandemic, epidemic or
outbreak, such as COVID-19; and other risks and uncertainties
detailed from time to time in the companies’ periodic reports filed
with the U.S. Securities and Exchange Commission (the “SEC”),
including current reports on Form 8-K, quarterly reports on Form
10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9
filed on March 10, 2020 by Forty Seven and the Schedule TO and
related tender offer documents filed on March 10, 2020 by Gilead
and Toro Merger Sub, Inc. (“Purchaser”), a wholly owned subsidiary
of Gilead. All forward-looking statements are based on information
currently available to Gilead and Forty Seven, and Gilead and Forty
Seven assume no obligation and disclaim any intent to update any
such forward-looking statements.
Additional Information and Where to
Find It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Forty Seven. Gilead and Purchaser have filed a Tender
Offer Statement on Schedule TO with the SEC containing an offer to
purchase all of the outstanding shares of common stock of Forty
Seven for $95.50 per share, and Forty Seven has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. The tender offer is being
made solely by means of the Offer to Purchase, and the exhibits
filed with respect thereto (including the Letter of Transmittal),
which contain the full terms and conditions of the tender offer.
FORTY SEVEN’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ
THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE
THEY 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 tender offer documents, as well as the
Solicitation/Recommendation Statement, have been sent to all
stockholders of Forty Seven at no expense to them. The Tender Offer
Statement and the Solicitation/Recommendation Statement are
available for free at the SEC's web site at www.sec.gov. Additional
copies may be obtained for free by contacting Gilead or Forty
Seven. Free copies of these materials and certain other offering
documents are available for request by mail to Gilead Sciences,
Inc., 333 Lakeside Drive, Foster City, CA 94404, attention:
Investor Relations, by phone at 1-800-GILEAD-5 or 1-650-574-3000,
or by directing requests for such materials to the information
agent for the offer, Innisfree M&A Incorporated, 501 Madison
Avenue, 20th Floor, New York, New York 10022. Stockholders may call
toll free: (888) 750-5834; Banks and Brokers may call collect:
(212) 750-5833; Email: info@innisfreema.com. Copies of the
documents filed with the SEC by Forty Seven are available free of
charge under the “Investors” section of Forty Seven’s internet
website at ir.fortyseveninc.com.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, Gilead and Forty Seven
file annual, quarterly and current reports, proxy statements and
other information with the SEC. Gilead’s and Forty Seven’s filings
with the SEC are also available for free to the public from
commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.
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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version on businesswire.com: https://www.businesswire.com/news/home/20200330005076/en/
Douglas Maffei, PhD, Investors (650) 522-2739
Amy Flood, Media (650) 522-5643
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