Gilead Completes Acquisition of Forty Seven, Inc.

FOSTER CITY, Calif.--(BUSINESS WIRE)--Apr. 7, 2020-- Gilead Sciences, Inc. (Nasdaq: GILD) today announced the completion of the previously announced transaction for Toro Merger Sub, Inc., a wholly owned subsidiary of Gilead (“Purchaser”), to acquire Forty Seven, Inc. (Nasdaq: FTSV) for $95.50 per share, net to the seller in cash, without interest, or approximately $4.9 billion in the aggregate.

On March 2, 2020, Gilead and Forty Seven announced that Forty Seven, Gilead and 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 March 10, 2020, to acquire all outstanding shares of Forty Seven at a price of $95.50 per share, net to the seller in cash, without interest. On April 7, 2020, Gilead successfully completed the tender offer for all outstanding shares of common stock of Forty Seven and accepted for payment all shares validly tendered and not withdrawn as of the expiration time of the tender offer, and Gilead will promptly pay for such shares, which shares represented approximately 93.48% of Forty Seven’s outstanding shares (including 2,133,813 shares delivered through Notices of Guaranteed Delivery, representing approximately 4.42% of the shares outstanding). Pursuant to the terms of the merger agreement, Purchaser merged with and into Forty Seven on April 7, 2020. All outstanding shares of common stock of Forty Seven, other than (i) shares owned by Gilead, Purchaser or any of their direct or indirect wholly owned subsidiaries, (ii) shares owned by Forty Seven (or held in Forty Seven’s treasury) and (iii) shares held by Forty Seven stockholders who properly demand appraisal for their shares under Delaware law, were cancelled and converted into the right to receive cash equal to the $95.50 price per share.

As a result of the completion of the merger, Forty Seven has become a wholly owned subsidiary of Gilead and the common stock of Forty Seven will no longer be listed for trading on the Nasdaq Global Select Market, which is expected to take effect as of the close of market on April 7, 2020.

“We will now work together to accelerate the progress of magrolimab and advance Gilead’s work in immuno-oncology,” said Daniel O’Day, Chairman and Chief Executive Officer of Gilead Sciences. “I am delighted to welcome the Forty Seven team, whose unique expertise will be of great value as we grow our clinical pipeline and work to help more patients with some of the toughest forms of cancer.”

Citi and J.P. Morgan acted as joint financial advisors to Gilead. Centerview Partners LLC acted as the exclusive financial advisor to Forty Seven. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to Gilead and Cooley LLP acted as legal counsel to Forty Seven.

About Forty Seven

Forty Seven, Inc. is a clinical-stage immuno-oncology company that is developing therapies targeting cancer immune evasion pathways and specific cell targeting approaches based on technology licensed from Stanford University. Forty Seven’s lead program, magrolimab, is a monoclonal antibody against the CD47 receptor, a “don’t eat me” signal that cancer cells commandeer to avoid being ingested by macrophages. This antibody is currently being evaluated in multiple clinical studies in patients with myelodysplastic syndrome, acute myeloid leukemia, non-Hodgkin lymphoma, and solid tumors. For more information on Forty Seven, please visit the company’s website at fortyseveninc.com.

About Gilead Sciences

Gilead Sciences, Inc. is a research-based biopharmaceutical company that discovers, develops and commercializes innovative medicines in areas of unmet medical need. The company strives to transform and simplify care for people with life-threatening illnesses around the world. Gilead has operations in more than 35 countries worldwide, with headquarters in Foster City, California. For more information on Gilead Sciences, please visit the company’s website at gilead.com.