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

From the Filing

0000950170-24-132874.txt : 20241203 0000950170-24-132874.hdr.sgml : 20241203 20241203171507 ACCESSION NUMBER: 0000950170-24-132874 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20241203 ITEM INFORMATION: Other Events FILED AS OF DATE: 20241203 DATE AS OF CHANGE: 20241203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERON THERAPEUTICS, INC. /DE/ CENTRAL INDEX KEY: 0000818033 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 942875566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33221 FILM NUMBER: 241523697 BUSINESS ADDRESS: STREET 1: 4242 CAMPUS POINT COURT, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582514400 MAIL ADDRESS: STREET 1: 4242 CAMPUS POINT COURT, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: AP PHARMA INC /DE/ DATE OF NAME CHANGE: 20010511 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED POLYMER SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 hrtx-20241203.htm 8-K 8-K false 0000818033 0000818033 2024-12-03 2024-12-03   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024   Heron Therapeutics, Inc. (Exact name of registrant as specified in its charter)     Delaware 001-33221 94-2875566 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)   4242 Campus Point Court , Suite 200 , San Diego , CA 92121 (Address of principal executive offices) (Zip Code)   Registrant’s telephone number, including area code (858) 251-4400 N/A (Former name or former address, if changed since last report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share HRTX The Nasdaq  Capital Market   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐       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 ar