Business Wire

Gilead Sciences Completes Acquisition of Kite Pharma, Inc.

Del

Gilead Sciences, Inc. (Nasdaq: GILD) today announced the completion of the previously announced transaction for Dodgers Merger Sub, Inc., a wholly-owned subsidiary of Gilead (“Purchaser”), to acquire Kite Pharma, Inc. (Nasdaq: KITE) for $180 per share, net to the seller in cash, without interest, or approximately $11.9 billion in the aggregate.

On August 28, 2017, Gilead and Kite announced that Kite, Gilead and Purchaser had signed a definitive merger agreement pursuant to which a tender offer would be made. Pursuant to the merger agreement, Gilead and Purchaser commenced a tender offer on September 5, 2017 to acquire all outstanding shares of Kite at a price of $180 per share, net to the seller in cash, without interest. On October 3, 2017, Gilead announced that it had successfully completed the tender offer for all outstanding shares of common stock of Kite and had accepted for payment all shares validly tendered and not withdrawn as of the expiration time of the tender offer and would promptly pay for such shares, which shares represented approximately 66.20% of Kite’s outstanding shares (including 2,003,002 shares delivered through Notices of Guaranteed Delivery, representing approximately 3.46% of the shares outstanding). Pursuant to the terms of the merger agreement, Purchaser merged with and into Kite on October 3, 2017. All outstanding shares of common stock of Kite, other than (i) shares owned by Gilead, Purchaser or any of their direct or indirect wholly-owned subsidiaries, (ii) shares owned by Kite (or held in Kite’s treasury) and (iii) shares held by Kite stockholders who properly demand appraisal for their shares under Delaware law, were canceled and converted into the right to receive cash equal to the $180 price per share.

As a result of the completion of the merger, Kite has become a wholly-owned subsidiary of Gilead and the common stock of Kite will no longer be listed for trading on the NASDAQ Global Select Market, which is expected to take effect as of the close of market on October 3, 2017.

“We are excited to welcome more than 700 talented Kite employees to the Gilead organization,” said John F. Milligan, PhD, Gilead’s President and Chief Executive Officer. “Throughout our respective histories, each company has demonstrated a deep commitment to advancing life-saving therapies for people who need them. I look forward to all that we will accomplish together, as a combined organization.”

Bank of America Merrill Lynch, Lazard and Barclays acted as financial advisors to Gilead. Skadden, Arps, Slate, Meagher & Flom LLP acted as Gilead’s legal advisors.

Centerview Partners acted as exclusive financial advisor to Kite. Jeffries LLC and Cowen and Company, LLC also provided advice to Kite. Sullivan & Cromwell LLP and Cooley LLP acted as Kite’s legal advisors.

About Kite

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 March 31, 2017, Kite submitted a Biologics License Application to the FDA for its lead product candidate, axi-cel, as a treatment for patients with relapsed or refractory aggressive non-Hodgkin lymphoma who are ineligible for autologous stem cell transplant. Kite received priority review on May 29, 2017 with the Prescription Drug User Fee Act action date set for November 29, 2017. In July 2017, Kite announced the submission of a Marketing Authorization Application to the European Medicines Agency for axi-cel as a treatment for patients with relapsed/refractory diffuse large B-cell lymphoma (DLBCL), transformed follicular lymphoma (TFL), and primary mediastinal B-cell lymphoma (PMBCL) who are ineligible for autologous stem cell transplant. These submissions come after positive results from Kite’s ZUMA-1 pivotal trial with axi-cel in patients with chemorefractory aggressive non-Hodgkin lymphoma. Kite is based in Santa Monica, California. For more information on Kite, please visit www.kitepharma.com.

About Gilead Sciences

Gilead Sciences is a biopharmaceutical company that discovers, develops and commercializes innovative therapeutics in areas of unmet medical need. Gilead’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, California.

Forward-Looking Statements

This press release includes forward-looking statements 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 Gilead and members of its 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 regulatory authorities, the ability of Gilead to advance Kite’s product pipeline, including axi-cel, the anticipated timing of clinical data; the possibility of unfavorable results from clinical trials; 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: the effects of the transaction on relationships with employees, customers, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; and other risks and uncertainties detailed from time to time in the Gilead’s periodic reports filed with the Securities and Exchange Commission, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. All forward-looking statements are based on information currently available to Gilead, and Gilead assumes no obligation and disclaims any intent to update any such forward-looking statements.

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

Contact information

Gilead Sciences, Inc.
Investors
Sung Lee, 650-524-7792
or
Media
Amy Flood, 650-522-5643

Om Business Wire

Business Wire
Business Wire
24 Martin Lane
EC4R 0DR London

+44 20 7626 1982http://www.businesswire.co.uk

(c) 2018 Business Wire, Inc., All rights reserved.

Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.

Følg saker fra Business Wire

Registrer deg med din epostadresse under for å få de nyeste sakene fra Business Wire på epost fortløpende. Du kan melde deg av når som helst.

Siste saker fra Business Wire

Pavilion of France at the 16th International Architecture Exhibition – La Biennale di Venezia25.5.2018 09:26Pressemelding

The concept for Infinite Places , developed by the Encore Heureux team, led by the architects Nicola Delon, Julien Choppin, and Sébastien Eymard, presents places produced by new and inventive processes that generate architectural processes of value. This exhibition project, which considers the territory as a whole, highlights initiatives on the part of civil society and communities that embody a certain free spirit of experimentation and the possibilities opened up by architecture. These projects are expressions of programmatic freedom and generosity, and they live up to the theme of Freespace adopted by the two commissioners of the 16th International Architecture Exhibition – La Biennale di Venezia, the Irish architects Yvonne Farrell and Shelly McNamara. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180525005191/en/ French Pavilion Venice Architectural Biennale, copyright S. Scher Statement of the curators « Through the I

SIA Acquires Card Processing Businesses in Central and Southeastern Europe from First Data25.5.2018 08:30Pressemelding

SIA, a European high-tech leader in payment infrastructure and services, and First Data Corporation (NYSE: FDC), a global leader in commerce-enabling technology, have signed an agreement for SIA to acquire First Data’s card processing businesses in parts of Central and Southeastern Europe for €375 million. In 2017, these businesses generated a combined revenue of approximately €100 million for First Data. This acquisition by SIA provides card processing, card production, call center and back-office services, including 13.3 million payment cards, 1.4 billion transactions, in addition to the management of POS terminals and ATMs. These businesses are primarily located in 7 countries: Greece, Croatia, Czech Republic, Hungary, Romania, Serbia and Slovakia. As a result of the transaction, SIA will become a leading player in processing and services in the region. The agreement includes the transfer of about 1,400 First Data employees into SIA. “This acquisition is in line with our strategy to

Westinghouse Accident Tolerant Fuel Development Moves Forward with Cooperation Agreement with ENUSA25.5.2018 06:00Pressemelding

Westinghouse Electric Company today announced that it will collaborate in the development of its EnCore® Fuel, the revolutionary accident-tolerant fuel (ATF) design, with ENUSA Industrias Avanzadas (ENUSA) through a Frame Cooperation Agreement (FCA). “This agreement serves to strengthen the technical and commercial relations between ENUSA and Westinghouse as we work to develop leading nuclear fuel technology,” said Torbjörn Norén, European Fuel Group and EMEA Fuel Delivery Director at Westinghouse. “Westinghouse’s work with ENUSA in the Spanish and European Fuel Group markets will help to facilitate agreements with customers to launch EnCore Fuel demonstration programs in their plants.” Under the terms of the agreement, the newly signed FCA establishes the framework that will regulate the different Joint Development Programs (JDPs) to be launched between both companies. The first JDP will evaluate the application of the segmented rod concept and develop models of ATF / EnCore fuel beha

BRIC HOLDING Offers Aimedis – ICO: Germany’s Leading eHealth Platform Goes Public25.5.2018 06:00Pressemelding

Since Wednesday, May 16, investors finally have a chance to claim their share of a unique success story, the international market roll-out of Aimedis, by purchasing AIM tokens: AIM tokens are now available with a 20% presale bonus PLUS a 5% early bird-premium only at the Czech investment house BRIC INVEST https://www.bric-holding.com/home_en.html! Aimedis aims to shape the future of healthcare by providing an advanced and fully operational platform, secured by blockchain and supported by AI, that enables patients to take control, secure the exchange of their medical data, access the best healthcare providers, get advice, prescriptions, personal health upgrades and to become part of the health revolution. And we are not talking about the future: The revolutionary Aimedis platform is already deployed as a live working system and is already in use in major hospital groups in Germany! By issuing 300 million AIM tokens at a nominal value of 0,12 USD each, the Aimedis consortium will raise c

Alps Electric to Acquire Greina Technologies, Inc. as Part of Sensor Business Strengthening25.5.2018 02:33Pressemelding

Alps Electric Co., Ltd. (TOKYO: 6770; President: Toshihiro Kuriyama; Head Office: Tokyo) today announces that on May 14, 2018 the company signed a share purchase agreement with Greina Technologies, Inc. (Salt Lake City, Utah, U.S.A.; President/CTO: Daniel J. Lee) whereby Alps Electric will acquire Greina Technologies, making it a wholly owned subsidiary. Alps Electric signed a share purchase agreement with Greina Technologies on May 14, 2018. Through the agreement, Alps Electric aims to add even greater value to its sensing solutions for the automotive market, as well as the consumer electronics and mobile market, by combining high-accuracy positioning technology based on original algorithms developed by Greina Technologies with Alps Electric’s compact, high-performance wireless communication module technology. An engineering firm specializing in positioning systems, Greina Technologies was established in Salt Lake City, Utah, in September 2012. Engaging in such activities as design an

IFF Strengthens Innovation Platform as Partner in Amkiri’s Visual Fragrance™ Technology24.5.2018 20:15Pressemelding

Regulatory News: International Flavors & Fragrances Inc. (NYSE: IFF) (Euronext Paris: IFF), a leading innovator of sensory experiences that move the world, announced its partnership in Amkiri’s Visual Fragrance Technology -- a new ‘ink’ that can be drawn on the skin that also delivers a long-lasting fragrance, thus connecting the senses of sight and smell. The innovative product’s launch was announced on March 22, 2018 by Amkiri, an Israeli-based start-up that was founded in 2014. “This is a significant innovation in the fragrance category, merging strong and deeply personal visuals with the resonance and emotion of fragrance,” said IFF Chairman and CEO Andreas Fibig. “The Visual Fragrance technology creates a new platform from which IFF can showcase our capabilities, including naturals, molecules, and cosmetic actives. The potential for innovative applications are nearly endless and our teams are truly inspired by the possibilities.” Amkiri’s patented Visual Fragrance is applied to th