BY Fraser Tennant
As part of its efforts to build an industry-leading cell therapy franchise, Gilead Sciences, Inc. has announced the acquisition of biopharmaceutical company Kite Pharma, Inc. in a deal worth approximately $11.9bn.
Under the terms of the definitive agreement, a wholly-owned subsidiary of Gilead will commence a tender offer to acquire all of the outstanding shares of Kite’s common stock at a price of $180 per share in cash. Following successful completion, Gilead will acquire all remaining shares not tendered in the offer through a second step merger at the same price as in the tender offer.
“The acquisition of Kite establishes Gilead as a leader in cellular therapy and provides a foundation from which to drive continued innovation for people with advanced cancers,” said John F. Milligan, Gilead’s president and chief executive. “The field of cell therapy has advanced very quickly, to the point where the science and technology have opened a clear path toward a potential cure for patients. We are greatly impressed with the Kite team and what they have accomplished, and share their belief that cell therapy will be the cornerstone of treating cancer.”
An industry leader in the emerging field of cell therapy, Kite uses a patient’s own immune cells to fight cancer. Following completion of the transaction, Kite’s research and development, commercialisation operations and product manufacturing will remain based in California.
“We are excited that Gilead, one of the most innovative companies in the industry, recognised the talent that is unique to Kite and shares our passion for developing cutting-edge and potentially curative therapies for patients,” said Arie Belldegrun, chairman, president and chief executive of Kite. “With Gilead’s expertise and support, we hope to rapidly accelerate our next-generation research and manufacturing technologies for the benefit of patients around the world.”
Acting as financial advisers to Gilead are BofA Merrill Lynch and Lazard, while Centerview Partners is acting as exclusive financial adviser to Kite. Further advice to Kite was provided by Jefferies LLC and Cowen and Company. Serving as legal counsel to Gilead is Skadden, Arps, Slate, Meagher & Flom. Sullivan & Cromwell LLP and Cooley LLP are serving as legal counsel to Kite.
Unanimously approved by both the Gilead and Kite boards of directors, the Gilead/Kite transaction is expected to close in the fourth quarter of 2017.
Mr Milligan concluded: “Gilead’s and Kite’s similar cultures and histories of driving rapid innovation in order to bring more effective and safer products to as many patients as possible make this an excellent strategic fit.”