Earlier today Foster City, California-based Gilead Sciences confirmed that it had completed the previously announced transaction to acquire Immunomedics for approximately U.S. $ 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,” noted Daniel O’Day, Chairman and Chief Executive Officer, Gilead Sciences.
“Together we will bring sacituzumab govitecan-hziy (Trodelvy™; Immunomedics) 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,” O’Day added.
Sacituzumab govitecan, is the first anti-Trop-2 antibody-drug conjugate approved by the U.S. Food and Drug Administration for the treatment of patients with metastatic triple-negative breast cancer.[1]
On September 13, 2020, Gilead and Immunomedics announced that Gilead, Immunomedics and Maui Merger Sub*, a wholly owned subsidiary of Gilead, 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.
Comnpletion of tender
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for all outstanding shares of common stock of Immunomedics and accepted for payment all shares validly tendered and not withdrawn as of the expiration time of the tender offer, and Gilead will promptly pay for such shares, which shares represented approximately 81.38% of Immunomedics’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.
Note
Maui Merger Sub, is a Delaware corporation offering to purchase all outstanding shares of common stock, par value $0.01 per share, of Immunomedics, a Delaware corporation, at a price per Share of $88.00, net to the holder in cash, without interest and subject to any withholding taxes, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal. Maui Merger Sub is a wholly owned subsidiary of Gilead Sciences, a Delaware corporation. The Offer is being made in connection with the Agreement and Plan of Merger, dated as of September 13, 2020, among Immunomedics, Gilead Sciences and Maui Merger Sub, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Maui Merger Sub will be merged with and into Immunomedics, without a vote of Immunomedics’ stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, and Immunomedics will be the surviving corporation and a wholly owned subsidiary of Gilead Sciences. [More Information]
Highlights of prescribing information
Sacituzumab govitecan-hziy (Trodelvy™; Immunomedics)[Prescribing Information]
Reference
[1] Drug Description Sacituzumab govitecan. ADC Review | J. Antibody-drug Conjugates [Article]
