Gilead to Acquire Heron Therapeutics for $1.2 Billion

TL;DR

Gilead buying Heron for $1.2B cash, deal expected H1 2025.

AI Summary

Heron Therapeutics, Inc. announced on December 3, 2024, that it has entered into a definitive agreement to be acquired by Gilead Sciences, Inc. for $18.00 per share in cash, representing an equity value of approximately $1.2 billion. This transaction is expected to close in the first half of 2025, subject to customary closing conditions.

Why It Matters

This acquisition significantly expands Gilead's oncology portfolio, particularly with Heron's approved treatments for acute post-operative pain.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions and regulatory approvals, which could delay or prevent its completion.

Key Numbers

• $1.2B — Acquisition Equity Value (Total cash Gilead is paying for Heron Therapeutics.)
• $18.00 — Per Share Price (The cash amount shareholders will receive for each Heron share.)

Key Players & Entities

• Heron Therapeutics, Inc. (company) — Registrant being acquired
• Gilead Sciences, Inc. (company) — Acquiring company
• $18.00 (dollar_amount) — Per share acquisition price
• $1.2 billion (dollar_amount) — Total equity value of the acquisition
• December 3, 2024 (date) — Date of the definitive agreement
• first half of 2025 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share HRTX The Nasdaq Capital M

Filing Documents

• hrtx-20241203.htm (8-K) — 48KB
• 0000950170-24-132874.txt ( ) — 167KB
• hrtx-20241203.xsd (EX-101.SCH) — 30KB
• hrtx-20241203_htm.xml (XML) — 5KB

01 Regulation FD Disclosure

Item 8.01 Regulation FD Disclosure. As previously disclosed, on June 14, 2022, Heron Therapeutics, Inc. ("Heron" or the "Company") received a Notice Letter (the "Fresenius Kabi Notice") from Fresenius Kabi USA, LLC ("Fresenius Kabi") advising that Fresenius Kabi had submitted an ANDA to the FDA seeking approval to manufacture, use or sell a generic version of CINVANTI in the U.S. prior to the expiration of U.S. Patent Nos.: 9,561,229; 9,808,465; 9,974,742; 9,974,793; 9,974,794; 10,500,208; 10,624,850; 10,953,018; and 11,173,118 (the "CINVANTI Patents"), which are listed in the FDA's Approved Drug Products with Therapeutic Equivalence Evaluations (the "Orange Book"). The Fresenius Kabi Notice alleged that the CINVANTI Patents were invalid, unenforceable and/or would not be infringed by the commercial manufacture, use or sale of the generic product described in Fresenius Kabi's ANDA. On July 27, 2022, the Company filed a complaint for patent infringement of the CINVANTI Patents against Fresenius Kabi and a related entity in the U.S. District Court for the District of Delaware (the "District Court") in response to Fresenius Kabi's ANDA filing (the "Delaware Litigation"). On May 15, 2024, the Court granted partial summary judgment of infringement for the Company and found no indefiniteness of U.S. Patent Nos. 9,561,229 and 9,974,794. On June 24, 2024, the parties completed a four-day bench trial centered on Fresenius's defense of obviousness of claims from U.S. Patent Nos. 9,561,229 and 9,974,794 that cover CINVANTI. Oral argument was held on August 29, 2024. On December 3, 2024, the District Court issued a ruling in the Delaware Litigation in the Company's favor. The District Court found that the Company's U.S. Patent Nos. 9,561,229 and 9,974,794, which expire in 2035, are valid and would be infringed by Fresenius Kabi's proposed generic product. The District Court also requested that Heron submit a proposed final judgment reflecting the opinion by December 9, 20

SIGNATURES

SIGNATURES 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. Heron Therapeutics, Inc. Date: December 3, 2024 /s/ Ira Duarte Ira Duarte Executive Vice President, Chief Financial Officer

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View this 8-K filing on SEC EDGAR