--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-074701" form_type: "8-K" ticker: null cik: "0001042074" company_name: "CymaBay Therapeutics, Inc." filed_at: "2024-03-22T23:59:59+00:00" generated_at: "2026-06-04T08:56:22.992674+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Gilead completes acquisition of CymaBay for $32.50/share, ~$4.3B total ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-074701 - form_type: 8-K - cik: 0001042074 - company_name: CymaBay Therapeutics, Inc. - filed_at: 2024-03-22T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/d817708d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-074701 - JSON: https://secwatch.observer/filing/0001193125-24-074701.json - Plain text: https://secwatch.observer/filing/0001193125-24-074701.txt ## Key facts - Executive change Sujal Shah resigned as Director at CymaBay Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm - Executive change Thomas Kennedy was appointed as Director at CymaBay Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm - Executive change Thomas G. Wiggans resigned as Director at CymaBay Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm - Executive change Janet Dorling resigned as Director at CymaBay Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm - Executive change Caroline Loewy resigned as Director at CymaBay Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm - Executive change Robert J. Wills resigned as Director at CymaBay Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm - Executive change Andrew D. Dickinson was appointed as Director at CymaBay Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm - Executive change Kurt von Emster resigned as Director at CymaBay Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm - Executive change Éric Lefebvre resigned as Director at CymaBay Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm - Executive change Deborah Telman was appointed as Director at CymaBay Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm - Governance Changes CymaBay Therapeutics, Inc.: Bylaws amended and restated in their entirety upon merger closing. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm - Governance Changes CymaBay Therapeutics, Inc.: Certificate of incorporation amended and restated in its entirety upon merger closing. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm - M&A Transactions 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 source text: The aggregate consideration paid by Parent and Purchaser to acquire Shares in the Offer and the Merger was approximately $4.3 billion. evidence_url: https://www.sec.gov/Archives/edgar/data/1042074/000119312524074701/0001193125-24-074701-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.