FOSTER CITY, Calif.--(BUSINESS WIRE)--Gilead Sciences, Inc. (NASDAQ:GILD) today announced the pricing of senior unsecured notes in an aggregate principal amount of $3 billion, in an underwritten, registered public offering, consisting of four tranches:
- $750,000,000 of floating rate notes maturing in September 2018
- $750,000,000 of floating rate notes maturing in March 2019
- $500,000,000 of floating rate notes maturing in September 2019
- $1,000,000,000 of 1.850% senior notes maturing in 2019
The notes are rated A by Standard & Poor’s and A3 by Moody’s. The offering is expected to close September 21, 2017, subject to customary closing conditions.
As previously announced, Gilead entered into an Agreement and Plan of Merger with Kite Pharma, Inc. on August 27, 2017, pursuant to which Gilead will acquire Kite. Pursuant to the terms of the merger agreement, a wholly-owned subsidiary of Gilead commenced a tender offer on September 5, 2017 to acquire all of the outstanding shares of Kite’s common stock at a price of $180.00 per share in cash. Following successful completion of the tender offer, shares not tendered in the offer will be cancelled in a second step merger and converted into the right to receive the same price per share as in the tender offer. The consummation of the tender offer is subject to various conditions, including the valid tender of a minimum number of shares calculated as set forth in the Agreement and Plan of Merger, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the satisfaction of other customary conditions.
The acquisition is anticipated to close in the fourth quarter of 2017. Gilead intends to use the net proceeds from the offering to finance a portion of the cash consideration payable in connection with the acquisition and to pay related fees and expenses. If the acquisition is terminated or otherwise not consummated on or before March 27, 2018, Gilead will be required to redeem the notes at a redemption price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest. The closing of the offering is not contingent on the closing of the tender offer or the acquisition.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities are acting as lead joint book-running managers in the offering. The offering of the securities is being made only by means of a prospectus supplement and the accompanying base prospectus, which is filed as part of Gilead’s effective shelf registration statement on Form S-3 (File No. 333-220283), copies of which may be obtained from:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Wells Fargo Securities, LLC
|NC1-004-03-43||608 2nd Ave South, Suite 1000|
|200 North College Street, 3rd Floor 10038||Minneapolis, MN 55402|
|Charlotte, NC 28255-0001||Attention: WFS Customer Service|
|Attention: Prospectus Department||(800) 645-3751|
An electronic copy of the prospectus supplement and the accompanying base prospectus may also be obtained at no charge at the Securities and Exchange Commission’s website at http://www.sec.gov/.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Gilead Sciences
Gilead Sciences is a biopharmaceutical company that discovers, develops and commercializes innovative therapeutics in areas of unmet medical need. The company’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 within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks, uncertainties and other factors, including the current market demand for these types of securities and the securities of Gilead, Gilead’s ability to consummate the offering in the currently anticipated timeframe or at all, the negotiations between Gilead and the underwriters, filings and approvals relating to the acquisition, the expected timing of the completion of the tender offer and the acquisition and the ability to complete the tender offer and the acquisition in a timely manner or at all. These risks, uncertainties and other factors could cause actual results to differ materially from those referred to in the forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. These and other risks that could impact the offering are described in detail in Gilead’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as filed with the U.S. Securities and Exchange Commission, and may be updated by the risk factors set forth in any subsequent filing by Gilead with the U.S. Securities and Exchange Commission. All forward-looking statements are based on information currently available to Gilead, and Gilead assumes no obligation 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.