Citi acted as financial advisor to the Cell Design Labs in connection with the transaction. Skadden is advising Gilead Sciences, Inc. and its cell therapy subsidiary Kite
Gilead Sciences, Inc. (Nasdaq: GILD) and its cell therapy subsidiary Kite announced today that they have entered into a definitive agreement under which they have agreed to acquire Cell Design Labs, Inc., gaining new technology platforms that will enhance research and development efforts in cellular therapy. Under the terms of the agreement, Gilead will acquire all of the outstanding shares of Cell Design Labs, which includes the approximately 12.2 percent of shares of Cell Design Labs that are currently held by Kite, for up to approximately $567 million. The agreement includes an initial upfront payment of approximately $175 million, subject to certain adjustments, and additional payments of up to $322 million that will be paid to the shareholders of Cell Design Labs other than Kite upon the occurrence of certain events, including the achievement of development and approval milestones. The acquisition is subject to customary closing conditions, and is expected to close shortly.
The transaction will build on Gilead’s recent acquisition of Kite Pharma, Inc. and has the potential to help the Gilead and Kite organizations accelerate the development of next generation cellular therapy candidates.
Cell Design Labs is a pre-clinical stage company with significant expertise in custom cell engineering. The company is developing two propriety technology platforms: synNotch™, a synthetic gene expression system that responds to external cues which, among other applications, can be deployed to engineer chimeric antigen receptor T (CAR T) cells that require dual antigen recognition for activation, and Throttle™, an “on switch” that modulates CAR T activity using small molecules. The addition of these technologies to existing Kite research and development programs could lead to the treatment of a broader range of hematological malignancies and solid tumors, and potentially offer improved selectivity and safety of future treatments. Additionally, Cell Design Labs is developing several pre-clinical product candidates, including therapies for prostate cancer and hepatocellular carcinoma that use the synNotch technology. The company’s lead pre-clinical candidate targets multiple myeloma.
Cell Design Labs is a biotherapeutics company that discovers and develops cell-based therapies. Using its proprietary technology platform for custom cell engineering, Cell Design Labs has been developing a portfolio of anticancer therapies. Initially focused on cancer, including both hematologic and solid tumors, this broad technology may also have applications in other complex diseases, such as autoimmune and degenerative disorders.
Gilead Sciences is a biopharmaceutical company that discovers, develops and commercializes innovative therapeutics in areas of unmet medical need. The company’s mission is to advance the care of people suffering from life-threatening diseases. Gilead has operations in more than 30 countries worldwide, with headquarters in Foster City, California.
The Skadden team includes: M&A partners Stephen Arcano (Picture) (New York) and Graham Robinson (Boston), and associates Adam King (Boston) and Danielle Holland (Boston); Intellectual Property and Technology partner Resa Schlossberg (New York); Executive Compensation and Benefits partner Regina Olshan (New York) and counsel Timothy F. Nelson (Boston); Banking partner Kristine Dunn (Los Angeles); Antitrust and Competition partner Maria Raptis (New York) and counsel Steven Albertson (Washington, D.C.); and Tax partner Moshe Spinowitz (Boston).
Involved fees earner: Stephen Arcano – Skadden Arps Slate Meager & Flom; Graham Robinson – Skadden Arps Slate Meager & Flom; Adam King – Skadden Arps Slate Meager & Flom; Danielle Holland – Skadden Arps Slate Meager & Flom; Resa Schlossberg – Skadden Arps Slate Meager & Flom; Regina Olshan – Skadden Arps Slate Meager & Flom; Timothy Nelson – Skadden Arps Slate Meager & Flom; Kristine Dunn – Skadden Arps Slate Meager & Flom; Maria Raptis – Skadden Arps Slate Meager & Flom; Steven Albertson – Skadden Arps Slate Meager & Flom; Moshe Spinowitz – Skadden Arps Slate Meager & Flom;
Law Firms: Skadden Arps Slate Meager & Flom;