Gilead Sciences, Inc., (Nasdaq: GILD) today announced the completion of the previously announced transaction to acquire Immunomedics, Inc. (Nasdaq: IMMU) for approximately $21 billion in the aggregate.
“We are very pleased to reach today’s milestone and to welcome the talented Immunomedics team to the Gilead family. There is a lot of important work ahead of us to deliver on the vast potential that Trodelvy offers for patients with cancer,” said Daniel O’Day, Chairman and Chief Executive Officer, Gilead Sciences. “Together we will bring Trodelvy to many more patients around the world with triple-negative breast cancer and continue to explore its potential in many other types of cancer, both as a monotherapy and in combination with other treatments.”
On September 13, 2020, Gilead and Immunomedics announced that Gilead, Immunomedics and Maui Merger Sub, Inc., a wholly owned subsidiary of Gilead (“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 24, 2020, to acquire all outstanding shares of Immunomedics at a price of $88.00 per share, net to the seller in cash, without interest. On October 23, 2020, Gilead successfully completed the tender offer for all outstanding shares of common stock of Immunomedics and accepted for payment all shares validly tendered and not withdrawn as of the expiration time of the tender offer, and Gilead will promptly pay for such shares, which shares represented approximately 81.38% of Immunomedics’ outstanding shares (not including 12,451,797 shares delivered through Notices of Guaranteed Delivery, representing approximately 5.38% of the shares outstanding). Pursuant to the terms of the merger agreement, Purchaser merged with and into Immunomedics on October 23, 2020. All outstanding shares of common stock of Immunomedics, other than (i) shares owned by Gilead, Purchaser or any of Gilead’s direct or indirect wholly owned subsidiaries, (ii) shares owned by Immunomedics (or held in Immunomedics’ treasury) and (iii) shares held by Immunomedics stockholders who properly demand appraisal for their shares under Delaware law, were cancelled and converted into the right to receive cash equal to the $88.00 price per share.
As a result of the completion of the merger, Immunomedics has become a wholly owned subsidiary of Gilead and the common stock of Immunomedics will no longer be listed for trading on the Nasdaq Global Market, which is expected to take effect as of the close of market on October 23, 2020.
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