8-K
filed March 22, 2024, 7:59 PM ET
CIK 0001042074
M&A
confidence high
sentiment neutral
materiality 1.00
CymaBay Therapeutics, Inc.: M&A transaction — Gilead completes acquisition of CymaBay for $32.50/share, ~$4.3B total
CymaBay Therapeutics, Inc.
- Tender offer expired with 77.3% of shares tendered; all conditions satisfied or waived.
- Merger effective March 22, 2024; CymaBay shareholders received $32.50 per share in cash.
- Aggregate consideration approximately $4.3 billion.
- Company becomes wholly owned subsidiary of Gilead; all prior directors and officers resigned.
- Shares to be delisted from Nasdaq and deregistered with SEC.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sujal Shah resigned as Director at CymaBay Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Robert J. Wills, Janet Dorling, Éric Lefebvre, Caroline Loewy, Sujal Shah, Kurt von Emster and Thomas G. Wiggans, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Kennedy was appointed as Director at CymaBay Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors and officers of Purchaser as of immediately prior to the Effective Time, which consisted of Andrew D. Dickinson, Deborah Telman and Thomas Kennedy, became the directors and officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas G. Wiggans resigned as Director at CymaBay Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Robert J. Wills, Janet Dorling, Éric Lefebvre, Caroline Loewy, Sujal Shah, Kurt von Emster and Thomas G. Wiggans, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Janet Dorling resigned as Director at CymaBay Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Robert J. Wills, Janet Dorling, Éric Lefebvre, Caroline Loewy, Sujal Shah, Kurt von Emster and Thomas G. Wiggans, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Caroline Loewy resigned as Director at CymaBay Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Robert J. Wills, Janet Dorling, Éric Lefebvre, Caroline Loewy, Sujal Shah, Kurt von Emster and Thomas G. Wiggans, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert J. Wills resigned as Director at CymaBay Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Robert J. Wills, Janet Dorling, Éric Lefebvre, Caroline Loewy, Sujal Shah, Kurt von Emster and Thomas G. Wiggans, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew D. Dickinson was appointed as Director at CymaBay Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors and officers of Purchaser as of immediately prior to the Effective Time, which consisted of Andrew D. Dickinson, Deborah Telman and Thomas Kennedy, became the directors and officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kurt von Emster resigned as Director at CymaBay Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Robert J. Wills, Janet Dorling, Éric Lefebvre, Caroline Loewy, Sujal Shah, Kurt von Emster and Thomas G. Wiggans, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Éric Lefebvre resigned as Director at CymaBay Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Robert J. Wills, Janet Dorling, Éric Lefebvre, Caroline Loewy, Sujal Shah, Kurt von Emster and Thomas G. Wiggans, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Deborah Telman was appointed as Director at CymaBay Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors and officers of Purchaser as of immediately prior to the Effective Time, which consisted of Andrew D. Dickinson, Deborah Telman and Thomas Kennedy, became the directors and officers of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CymaBay Therapeutics, Inc.: Bylaws amended and restated in their entirety upon merger closing.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CymaBay Therapeutics, Inc.: Certificate of incorporation amended and restated in its entirety upon merger closing.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
CymaBay Therapeutics, Inc. underwent a change of control involving Gilead Sciences, Inc. for approximately $4.3 billion (closed 2024-03-22).
- Action
- change of control
- Counterparty
- Gilead Sciences, Inc.
- Consideration
- approximately $4.3 billion
- Closing
- 2024-03-22
Exact text from the filing
The aggregate consideration paid by Parent and Purchaser to acquire Shares in the Offer and the Merger was approximately $4.3 billion.
View on SEC.gov
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