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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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June 23, 2010
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Gilead Sciences, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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0-19731
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94-3047598
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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333 Lakeside Drive, Foster City, California
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94404
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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650-574-3000
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Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Top of the Form
Item 1.01 Entry into a Material Definitive Agreement
On June 23, 2010, Gilead Sciences, Inc., a Delaware corporation (Gilead), Cougar Merger Sub, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Gilead (Merger Sub), and CGI
Pharmaceuticals, Inc., a Delaware corporation (CGI), entered into an Agreement and Plan of Merger
(the Merger Agreement).
Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of certain conditions
set forth in the Merger Agreement, at the effective time of the Merger (the Effective Time), Merger
Sub will merge with and into CGI (the Merger), with CGI as the surviving corporation, at which time
CGI will become a wholly-owned subsidiary of Gilead. The aggregate consideration for the
transaction is up to $120 million in cash, a portion of which is subject to fulfillment of certain
post-closing milestones and a portion of which is subject to an escrow to fund any indemnity
claims.
The Merger Agreement includes customary representations, warranties and covenants of CGI, Gilead
and Merger Sub. CGI has agreed to operate its business in the ordinary course until the Merger is
consummated.
On June 23, 2010, the Merger Agreement was adopted by requisite vote of CGI’s stockholders.
Consummation of the Merger is subject to various other closing conditions, including, without
limitation: (i) the absence of any legal restraint, injunction, prohibition or other action that
would enjoin, restrain or prohibit or make illegal the consummation of the Merger or the
commencement by any governmental entity of any action in that regard; (ii) the accuracy of the
other party’s representations and warranties in the Merger Agreement (subject to customary
materiality qualifiers); (iii) the other party’s compliance in all material respects with its
obligations under the Merger Agreement; and (iv) the absence of any material adverse effect. The
Merger is not subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the complete text of the Merger Agreement, which will be filed,
with any confidential terms redacted, with the Securities and Exchange Commission as an exhibit to
Gilead’s Quarterly Report on Form 10-Q for the period ending on June 30, 2010.
On June 25, 2010, Gilead and CGI issued a joint press release, a copy of which is filed as Exhibit
99.1 hereto and incorporated by reference herein, announcing the execution of the Merger Agreement.
Item 9.01 Financial Statements and Exhibits
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Description
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Joint Press Release, issued by Gilead Sciences, Inc. and CGI Pharmaceuticals, Inc. on June 25, 2010.
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Top of the Form
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Gilead Sciences, Inc.
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June 28, 2010
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By:
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/s/ Robin L. Washington
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Name: Robin L. Washington
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Title: Senior Vice President and Chief Financial Officer
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Gilead Contacts:
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CGI Pharmaceuticals Contacts:
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Susan Hubbard, Investors
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Muzammil Mansuri or
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(650) 522-5715
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Peter Fuller
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(203) 315-1222
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Amy Flood, Media
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(650) 522-5643
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For Immediate Release
GILEAD SCIENCES TO ACQUIRE CGI PHARMACEUTICALS
FOR UP TO $120 MILLION
- Deal to Broaden Gilead’s Research Expertise into Kinase Biology and Chemistry -
Foster City, CA and Branford, CT – June 25, 2010 –
Gilead Sciences, Inc. (Nasdaq: GILD) and CGI
Pharmaceuticals, Inc., a privately-held, development-stage pharmaceutical company focused on small
molecule chemistry and kinase biology, today announced the signing of a definitive agreement
pursuant to which Gilead will acquire CGI. Under the terms of the agreement, Gilead will acquire
CGI for up to $120 million, the majority as an upfront payment and the remaining based on clinical
development progress, all of which will be financed through available cash on hand. Gilead
anticipates that the deal would close in the third quarter of 2010, subject to satisfaction of
certain closing conditions. After closing, CGI will continue operations in Branford as a
wholly-owned subsidiary of Gilead.
CGI has generated a library of proprietary small molecule kinase inhibitors. The lead preclinical
compound from this library targets spleen tyrosine kinase (Syk) and could have unique applications
for the treatment of serious inflammatory diseases, including rheumatoid arthritis.
“The acquisition of CGI represents a unique opportunity to expand our research efforts in an
interesting and promising area of drug discovery,” said Norbert W. Bischofberger, PhD, Gilead’s
Executive Vice President, Research and Development and Chief Scientific Officer. “CGI has
established itself in the area of protein kinase biology and small molecule discovery, and the
company’s scientific leadership and expertise represents a strong strategic fit with Gilead’s
existing research organization. We look forward to advancing compounds in CGI’s portfolio toward
clinical development.”
“We are pleased to join the Gilead organization and look forward to partnering with the company to
deliver on the promise of selective kinase inhibitors in our proprietary library of compounds,”
said Mark Velleca, MD, PhD, Founder and Senior Vice President of CGI. “We are confident that
Gilead’s knowledge and experience developing small molecule candidates for a range of clinical
indications will be instrumental in helping to progress our compounds toward clinical development
for diseases where tremendous unmet medical need exists.”
- more -
About CGI Pharmaceuticals, Inc.
CGI Pharmaceuticals, Inc. is a private, development-stage pharmaceutical company that has leveraged
its small molecule chemistry and kinase biology expertise to discover and develop an innovative
pipeline of small molecule therapeutics for multiple oncology and immunology-based indications.
CGI’s investors include: MPM Capital, Flagship Ventures, Vector Fund Management, Coastview Capital,
Vantage Point Venture Partners, Lilly BioVentures, RiverVest Venture Partners, CHL Medical
Partners, Connecticut Innovations, Oxford Bioscience Partners, and Emerging Technology
Partners.
CGI’s corporate headquarters and research laboratories are located in
Branford, Connecticut. For additional information about the company, please visit:
www.cgipharma.com.
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 worldwide. Headquartered in Foster City,
California, Gilead has operations in North America, Europe and Australia.
Forward-Looking Statement
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 risks to both companies that the acquisition of CGI will not be consummated
as the transaction is subject to certain closing conditions. In addition, if and when the
transaction is consummated, there will be risks and uncertainties related to Gilead’s ability to
successfully integrate the business and employees of CGI in Gilead’s business and Gilead’s ability
to successfully advance CGI’s pipeline programs. 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. Gilead
directs readers to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. Gilead
claims the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act
of 1995 for forward-looking statements. 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
or call Gilead Public Affairs at 1-800-GILEAD-5 or 1-650-574-3000.
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