Gilead to acquire CymaBay for $4.3B, adding seladelpar for PBC with FDA priority review

GILEAD SCIENCES, INC.

Gilead to pay $32.50/share in cash, total equity value of $4.3 billion, a 27% premium over CymaBay's Feb 9 close.
Seladelpar (PPARδ agonist) for primary biliary cholangitis has FDA priority review; PDUFA date Aug 14, 2024.
Phase 3 RESPONSE trial: seladelpar achieved primary composite endpoint (61.7% biochemical response vs 20% placebo).
Deal expected to close in Q1 2024, subject to HSR clearance and majority tender; termination fee of $151.6M.
Upon FDA approval, transaction expected to be ~neutral to Gilead EPS in 2025 and significantly accretive thereafter.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GILEAD SCIENCES, INC. entered into Agreement and Plan of Merger with CymaBay Therapeutics, Inc. valued at $32.50 per Share (effective 2024-02-11).

Action: entry
Agreement: merger
Counterparty: CymaBay Therapeutics, Inc.
Value: $32.50 per Share
Effective: 2024-02-11

Exact text from the filing

On February 11, 2024, Gilead Sciences, Inc., a Delaware corporation (" Parent " or " Gilead "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), among Parent, CymaBay Therapeutics, Inc., a Delaware corporation (the " Company "), and Pacific Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (" Purchaser ").

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Source: SEC EDGAR

accession 0000950103-24-002027

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