The company said it completed the acquisition of CymaBay Therapeutics on March 22, 2024, paying approximately $4.3 billion in total for the Shares through the tender offer and merger.

8-KRegulation FD DisclosureFiled Mar 22, 2024Period of report Mar 22, 2024Summary published (UTC) Oct 28, 2026

Key points

AI summary

The company said it completed the acquisition of CymaBay Therapeutics on March 22, 2024, paying approximately $4.3 billion in total for the Shares through the tender offer and merger.
The company said it commenced a tender offer on February 23, 2024 to buy all outstanding CymaBay common stock for $32.50 per share in cash, without interest and subject to any required tax withholding, and that the offer expired on March 21, 2024.
The company said that 93,682,371 Shares were validly tendered in the tender offer, representing approximately 77.3% of the outstanding shares. It said a further 5,095,996 Shares (approximately 4.2%) were delivered through Notices of Guaranteed Delivery. Purchaser merged with and into CymaBay on March 22, 2024.
The company said it expects the transaction to be accounted for as an asset acquisition and to reduce GAAP and non-GAAP 2024 EPS by approximately $3.10 to $3.20. It also said the reduction is approximately $3.35 to $3.45 relative to the full-year guidance it shared on February 6, 2024.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Gilead Sciences Completes CymaBay Therapeutics Acquisition

The company said it completed the acquisition of CymaBay Therapeutics on March 22, 2024, paying approximately $4.3 billion in total for the Shares through the tender offer and merger.

Source · Based on the filing body and exhibits

Tender Offer Terms and Price per Share

The company said it commenced a tender offer on February 23, 2024 to buy all outstanding CymaBay common stock for $32.50 per share in cash, without interest and subject to any required tax withholding, and that the offer expired on March 21, 2024.

Source · Based on the filing body and exhibits

Tender Offer Shares Tendered and Merger Steps

The company said that 93,682,371 Shares were validly tendered in the tender offer, representing approximately 77.3% of the outstanding shares. It said a further 5,095,996 Shares (approximately 4.2%) were delivered through Notices of Guaranteed Delivery. Purchaser merged with and into CymaBay on March 22, 2024.

Source · Based on the filing body and exhibits

Accounting Treatment and EPS Impact of Acquisition

The company said it expects the transaction to be accounted for as an asset acquisition and to reduce GAAP and non-GAAP 2024 EPS by approximately $3.10 to $3.20. It also said the reduction is approximately $3.35 to $3.45 relative to the full-year guidance it shared on February 6, 2024.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

View the original filing on SEC EDGAR ↗

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