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Gilead Sciences to Acquire Immunomedics in a Transaction that Values Immunomedics at USD 21bn
Tuesday 15 September 2020

US-based biopharmaceutical company Gilead Sciences, Inc. (NASDAQ: GILD) has agreed to acquire Immunomedics (NASDAQ: IMMU) for USD 88 per share in a cash transaction, the company said.

The transaction, which values Immunomedics at approximately USD 21bn, was unanimously approved by both the Gilead and Immunomedics Boards of directors and is anticipated to close during the fourth quarter of 2020.

The agreement will provide Gilead with TrodelvyTM (sacituzumab govitecan-hziy), a first-in-class Trop-2 directed antibody-drug conjugate that was granted accelerated approval by the US Food and Drug Administration in April for the treatment of adult patients with metastatic triple-negative breast cancer (mTNBC) who have received at least two prior therapies for metastatic disease.

Immunomedics plans to submit a supplemental Biologics License Application to support full approval of Trodelvy in the United States in the fourth quarter of 2020. Immunomedics is also on track to file for regulatory approval in Europe in the first half of 2021.

Under the terms of the merger agreement, a wholly owned subsidiary of Gilead will commence a tender offer to acquire all of the outstanding shares of Immunomedics' common stock.

The USD 88.00 per share acquisition price represents a 108% premium to Immunomedics' closing price on September 11, 2020.

Following successful completion of the tender offer, Gilead will acquire all remaining shares not tendered in the offer through a second step merger at the same price as the tender offer.

Lazard and Morgan Stanley and Co. LLC are acting as financial advisors to Gilead. Centreview Partners LLC and BofA Securities are acting as financial advisors to Immunomedics. Cowen and company, LLC also provided advice to Immunomedics. Davis Polk and Wardwell LLP is serving as legal counsel to Gilead and Watchell, Lipton, Rosen and Katz is serving as legal counsel to Immunomedics.

Immunomedics is in next-generation antibody-drug conjugate technology, committed to help transform the lives of people with hard-to-treat cancers.

Gilead Sciences, Inc. is a research-based biopharmaceutical company that discovers, develops and commercialises innovative medicines in areas of unmet medical need.
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Date Published: 15/09/2020

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