Gilead Files 8-K on Material Definitive Agreement, Other Events

TL;DR

**Gilead just signed a big deal or had a major event; details to follow.**

AI Summary

Gilead Sciences, Inc. filed an 8-K on February 12, 2024, reporting an "Entry into a Material Definitive Agreement" and "Other Events" that occurred on February 11, 2024. This filing indicates a significant new agreement or event that could impact the company's operations or financial standing. For investors, this matters because material agreements can signal new partnerships, acquisitions, or divestitures, potentially affecting future revenue streams, market position, or strategic direction.

Why It Matters

This filing signals a potentially significant business development for Gilead, which could influence its financial performance and strategic direction, directly impacting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material event but lacks specific details, creating uncertainty about its potential positive or negative impact on the company.

Analyst Insight

A smart investor would monitor Gilead's subsequent announcements or filings for specific details regarding the 'Material Definitive Agreement' to assess its potential impact on the company's financials and strategic direction.

Key Players & Entities

• GILEAD SCIENCES, INC. (company) — the registrant filing the 8-K
• February 11, 2024 (date) — date of the earliest event reported
• February 12, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• Gilead will release more details about the material definitive agreement in a subsequent filing or press release. (GILEAD SCIENCES, INC.) — high confidence, target: 2024-03-12
• The material definitive agreement will involve a strategic partnership or acquisition in the biological products sector. (GILEAD SCIENCES, INC.) — medium confidence, target: 2024-06-30

FAQ

Key Financial Figures

• $0.001 — registered Common Stock, par value, $0.001 per share GILD The Nasdaq Global Sele
• $0.0001 — " Shares ") of common stock, par value $0.0001 per share, of the Company, other than a
• $32.50 — wned subsidiary of Parent at a price of $32.50 per Share (the " Offer Price "), net to
• $151,600,000 — ny will pay Parent a termination fee of $151,600,000. The foregoing description of the Merg

Filing Documents

• dp206638_8k.htm (8-K) — 43KB
• dp206638_ex0201.htm (EX-2.1) — 530KB
• dp206638_ex9901.htm (EX-99.1) — 25KB
• image_001.jpg (GRAPHIC) — 7KB
• image_002.jpg (GRAPHIC) — 241KB
• 0000950103-24-002027.txt ( ) — 1228KB
• gild-20240211.xsd (EX-101.SCH) — 3KB
• gild-20240211_lab.xml (EX-101.LAB) — 33KB
• gild-20240211_pre.xml (EX-101.PRE) — 22KB
• dp206638_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement 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 "). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser will commence a tender offer (the " Offer "), to purchase all of the issued and outstanding shares (the " Shares ") of common stock, par value $0.0001 per share, of the Company, other than any Shares held immediately prior to the effective time of the Merger by the Company (or held in the Company's treasury) and any Shares held immediately prior to the effective time of the Merger by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent at a price of $32.50 per Share (the " Offer Price "), net to the seller in cash, without interest and subject to any required withholding of taxes. The Offer will initially remain open for a minimum of 20 business days from the date of commencement of the Offer. If at the scheduled expiration time of the Offer any of the conditions to the Offer have not been satisfied (unless such condition is waivable by Purchaser or Parent and has been waived), Purchaser will, and Parent will cause Purchaser to, extend the Offer to permit the satisfaction of all Offer conditions. The obligation of Purchaser to consummate the Offer is subject to the satisfaction or waiver of customary conditions, including, among others, (i) there being validly tendered and not validly withdrawn prior to the expiration of the Offer a number of Shares that, considered together with all other Shares (if any) beneficially owned by Parent and its affiliates, represent one more Share than 50% of the total number of Shares outst

01

Item 8.01. Other Events. On February 12, 2024, Parent and the Company issued a joint press release announcing their entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements related to Gilead Sciences, Inc. (" Gilead "), CymaBay Therapeutics, Inc. (" CymaBay ") and the acquisition of CymaBay by Gilead that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Gilead and CymaBay and members of their respective senior management teams. Forward-looking statements include, without limitation, statements regarding the transaction and related matters, prospective performance and opportunities, post-closing operations and the outlook for the companies' businesses, including, without limitation, the ability of Gilead to advance CymaBay's product pipeline and successfully commercialize seladelpar the possibility of unfavorable results from clinical trials; regulatory applications and related timelines; filings and approvals relating to the transaction the expected timing of the completion of the transaction the ability to complete the transaction considering the various closing conditions difficulties or unanticipated expenses in connection with integrating the companies and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and merger uncertainties as to how many of CymaBay's stockholders will tender their stock in the offer the possib

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits The following exhibit 99.1 is furnished pursuant to this Item 9.01. Exhibit Number Description 2.1* Agreement and Plan of Merger, dated February 11, 2024, among CymaBay Therapeutics, Inc., Gilead Sciences, Inc. and Pacific Merger Sub, Inc. 99.1 Joint Press Release, dated February 12, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. Gilead agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GILEAD SCIENCES, INC. By: /s/ ANDREW DICKINSON Name: Andrew Dickinson Title: Chief Financial Officer Dated: February 12, 2024

View Full Filing

View this 8-K filing on SEC EDGAR