Gilead to acquire CymaBay for $32.50/sh ($4.3B); seladelpar PBC drug with priority review

CymaBay Therapeutics, Inc.

All-cash tender at $32.50/share, a 27% premium to Feb. 9 close; equity value ~$4.3B.
Seladelpar (PPARδ agonist) for primary biliary cholangitis has FDA priority review; PDUFA Aug. 14, 2024.
Phase 3 RESPONSE trial: 61.7% biochemical response vs 20% placebo; 25% ALP normalization vs 0%.
Closing expected Q1 2024, subject to HSR and minimum tender of majority of shares.
Termination fee of $151.6M payable by CymaBay under certain circumstances.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CymaBay Therapeutics, Inc.: Added new Article XV to Bylaws establishing exclusive forum provisions for certain legal actions, including federal district courts for Securities Act and Exchange Act claims (effective 2024-02-11).

Change: bylaw amendment
Effective: 2024-02-11

Exact text from the filing

On February 11, 2024, the Board adopted an amendment (the “ Amendment ”) to the Company’s bylaws (as may be amended from time to time, the “ Bylaws ”), which became effective immediately.

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

CymaBay Therapeutics, Inc. entered into Agreement and Plan of Merger with Gilead Sciences, Inc. (effective 2024-02-11).

Action: entry
Agreement: merger
Counterparty: Gilead Sciences, Inc.
Effective: 2024-02-11

Exact text from the filing

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

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Source: SEC EDGAR

accession 0001193125-24-031185

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