Gilead Sciences, Inc. (Nasdaq: GILD) today announced the completion of the previously announced transaction for Toro Merger Sub, Inc., a wholly owned subsidiary of Gilead (“Purchaser”), to acquire Forty Seven, Inc. (Nasdaq: FTSV) for $95.50 per share, net to the seller in cash, without interest, or approximately $4.9 billion in the aggregate.
On March 2, 2020, Gilead and Forty Seven announced that Forty Seven, 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 March 10, 2020, to acquire all outstanding shares of Forty Seven at a price of $95.50 per share, net to the seller in cash, without interest. On April 7, 2020, Gilead successfully completed the tender offer for all outstanding shares of common stock of Forty Seven and accepted for payment all shares validly tendered and not withdrawn as of the expiration time of the tender offer, and Gilead will promptly pay for such shares, which shares represented approximately 93.48% of Forty Seven’s outstanding shares (including 2,133,813 shares delivered through Notices of Guaranteed Delivery, representing approximately 4.42% of the shares outstanding). Pursuant to the terms of the merger agreement, Purchaser merged with and into Forty Seven on April 7, 2020. All outstanding shares of common stock of Forty Seven, other than (i) shares owned by Gilead, Purchaser or any of their direct or indirect wholly owned subsidiaries, (ii) shares owned by Forty Seven (or held in Forty Seven’s treasury) and (iii) shares held by Forty Seven stockholders who properly demand appraisal for their shares under Delaware law, were cancelled and converted into the right to receive cash equal to the $95.50 price per share.
As a result of the completion of the merger, Forty Seven has become a wholly owned subsidiary of Gilead and the common stock of Forty Seven 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 April 7, 2020.
“We will now work together to accelerate the progress of magrolimab and advance Gilead’s work in immuno-oncology,” said Daniel O’Day, Chairman and Chief Executive Officer of Gilead Sciences. “I am delighted to welcome the Forty Seven team, whose unique expertise will be of great value as we grow our clinical pipeline and work to help more patients with some of the toughest forms of cancer.”
Citi and J.P. Morgan acted as joint financial advisors to Gilead. Centerview Partners LLC acted as the exclusive financial advisor to Forty Seven. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to Gilead and Cooley LLP acted as legal counsel to Forty Seven.
About Forty Seven
Forty Seven, Inc. is a clinical-stage immuno-oncology company that is developing therapies targeting cancer immune evasion pathways and specific cell targeting approaches based on technology licensed from Stanford University. Forty Seven’s lead program, magrolimab, is a monoclonal antibody against the CD47 receptor, a “don’t eat me” signal that cancer cells commandeer to avoid being ingested by macrophages. This antibody is currently being evaluated in multiple clinical studies in patients with myelodysplastic syndrome, acute myeloid leukemia, non-Hodgkin lymphoma, and solid tumors. For more information on Forty Seven, please visit the company’s website at fortyseveninc.com.
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 gilead.com.
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 Gilead and members of its 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; 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, 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 Gilead’s 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 Gilead’s periodic reports filed with the U.S. 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 about Gilead, please visit the company’s website at www.gilead.com, follow Gilead on Twitter (@Gilead Sciences) or call Gilead Public Affairs at 1-800-GILEAD-5 or 1-650-574-3000.