Gilead Sciences Completes Tender Offer for All Outstanding Shares of Kite Pharma, Inc.
Gilead Sciences, Inc. (Nasdaq: GILD) today announced the successful completion of the tender offer by its wholly-owned subsidiary, Dodgers Merger Sub, Inc. (“Purchaser”), for all of the outstanding shares of common stock of Kite Pharma, Inc. (Nasdaq: KITE) at a price of $180 per share, net to the seller in cash, without interest. Computershare Trust Company, N.A., the depositary for the tender offer, has advised Gilead that, as of one minute after 11:59 p.m., New York City time, on October 2, 2017, the initial expiration of the tender offer, approximately 38,324,617 shares were validly tendered and not withdrawn in the tender offer, representing approximately 66.20% of Kite’s currently outstanding shares (including 2,003,002 shares delivered through Notices of Guaranteed Delivery, representing approximately 3.46% of the shares outstanding). Gilead has accepted for payment all shares validly tendered and not withdrawn and will promptly pay for such shares. Eligible Kite shares exclude shares held by Kite (or in Kite’s treasury), shares held by Gilead or any of its subsidiaries, including Purchaser, and shares held by any Kite stockholder who exercised appraisal rights under Section 262 of the Delaware General Corporate Law (the “DGCL”).
Purchaser will acquire all of the remaining outstanding shares of Kite common stock by means of a merger of Purchaser with and into Kite without a vote of Kite’s other stockholders pursuant to Section 251(h) of the DGCL. Following the merger, Kite will become a wholly-owned subsidiary of Gilead, and each share of Kite’s outstanding common stock will be cancelled and converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer. Thereafter, Kite common stock will cease to be traded on the NASDAQ Global Select Market.
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. This submission comes 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.
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; 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 the accuracy of 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 merger; the possibility that various closing conditions for the transaction may not be satisfied or waived; 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 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
Gilead Sciences, Inc.
Sung Lee, 650-524-7792
Amy Flood, 650-522-5643
Om Business Wire
(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
President Obama kommer til Europa for å holde foredrag på Nordic Business Forum21.6.2018 08:00 | Pressemelding
President Obama kommer til Finland for å holde foredrag på Nordic Business Forum som foregår i Helsinki fra 26. til 27. september 2018. Konferansen samler 7500 ledere og President Obama avrunder denne todagers konferansen med sitt foredrag. Denne pressemeldingen inneholder multimedia. Se hele pressemeldingen her: https://www.businesswire.com/news/home/20180621005426/no/ Europe’s leading business and leadership conference brings President Obama to Helsinki, Finland to speak to business executives and owners. (Photo: Business Wire) "Vi er beæret for å være vert for president Obama - og dette øyeblikket tilhører virkelig vårt publikum og Norden som helhet. Det er en enestående mulighet for å oppleve et uforglemmelig øyeblikk." Aslak de Silva, administrerende direktør for Nordic Business Forum: "President Obama er en av de mest bemerkelsesverdige ledere. Hans livshistorie er unik: fra beskjedne omstendigheter til presidentskapet i USA. Det er virkelig en ære å kunne få ham til å gjeste Nor
Further STAC Approval for Smiths Detection’s Checkpoint.Evoplus21.6.2018 08:00 | Pressemelding
The latest version of Smiths Detection’s Checkpoint.Evoplus software has been certified by STAC for use at French airports. Version 2.2. has followed in the footsteps of 2.1, which was the first ever solution for multiplexed image analysis to receive official approval from the French civil aviation authority technical centre. An advanced screening and management platform, Checkpoint.Evoplus is designed to increase passenger throughput; optimise resources; reduce operational costs; and raise security levels. “Both versions of Checkpoint.Evoplus have now gained STAC certification –further approval for a very innovative platform, which continues to set the standards for checkpoint management software,” commented Matt Clark, VP Technology & Product Development, Smiths Detection. “It holds the key to ensuring that checkpoints can reach their full potential by delivering the highest levels of security and also significant operational advances.” Checkpoint.Evoplus transforms a collection of i
Mori Building and teamLab Launch Unprecedented Digital Art Museum21.6.2018 02:00 | Pressemelding
“MORI Building DIGITAL ART MUSEUM: teamLab Borderless,” an unprecedented digital art museum — jointly created and operated by Mori Building Co., Ltd, a leading urban landscape developer, and teamLab, a world-leading digital art collective — opened today, the two organizers announced. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180620005005/en/ Toshiyuki Inoko, Founder of teamLab (Photo: Business Wire) The digital art museum features approximately 50 interactive artworks, some completely new, in a huge 10,000m² area with five zones. The interactive artworks have no borders separating them from the other works. Some extend beyond their installation rooms and into the corridors, some overlap with other works and some even fuse with other works. Since there are no boundaries, the immersive works keep the boundaries between people in a state of continuous flux. Visitors physically enter and explore the works as well as experie
Keihin Switches to Rimini Street Support for Oracle EBS20.6.2018 23:00 | Pressemelding
Rimini Street, Inc., (Nasdaq: RMNI), a global provider of enterprise software products and services, and the leading third-party support provider for Oracle and SAP software products, today announced that Keihin Corporation, a leading Japanese automotive parts manufacturer, has switched to Rimini Street support for its Oracle E-Business Suite (EBS) system. By switching to Rimini Street, Keihin now receives a more comprehensive, responsive service for its Oracle EBS application and support for its custom, add-on code for a guaranteed minimum of 15 additional years from the date they switched, with no required upgrade to remain supported. In addition to receiving vastly improved service, Keihin also immediately realized savings of 50 percent in annual support fees. This cost savings of several tens of millions of yen annually can now be reinvested into more important initiatives in the IT organization, such as the development of a future cloud environment. This press release features mul
Results of MSCI 2018 Market Classification Review20.6.2018 22:08 | Pressemelding
MSCI Inc. (NYSE:MSCI), a leading provider of indexes and portfolio construction and risk management tools and services for global investors, announced today that beginning in June 2019, it will include the MSCI Saudi Arabia Index in the MSCI Emerging Markets Index, the MSCI ACWI Index, and other global and regional indexes as applicable. This decision follows the implementation in the Saudi Arabia equity market of a number of regulatory and operational enhancements which effectively increased the opening of the market to international institutional investors. The proposal for inclusion received the support of the vast majority of international institutional investors that participated in the consultation. MSCI will include the MSCI Saudi Arabia Index in the MSCI Emerging Markets Index, representing on a pro forma basis a weight of approximately 2.6% of the index with 32 securities, following a two-step inclusion process. The first inclusion step will coincide with the May 2019 Semi-Ann
Quanergy Solid State LiDAR Wins Juniper Research Top Automotive Award20.6.2018 20:46 | Pressemelding
Quanergy Systems, Inc., a global leader in the design and development of solid state LiDAR sensors and smart sensing solutions, today announced that its innovative LiDAR sensors have been selected as Best Consumer Product in Automotive and Telematics by Juniper Research in its annual Future Digital Awards for Technology and Innovation. Audi's AI Traffic Jam Pilot was named runner-up in the same category. The Future Digital Awards are awarded to companies that have made outstanding contributions to their industry and who are positioned to make a significant impact in the future. “Juniper’s Future Digital Award is a testament to the hard work our team has put into developing the world’s most affordable and most reliable LiDAR technology and products,” said Dr. Louay Eldada, CEO and co-founder of Quanergy. “With momentous strides made in the autonomous vehicle space, Quanergy continues to deliver innovative solutions, including our S3 solid state LiDAR sensor, that will enable self-drivin