Gilead Sciences’s $11.9 Billion Acquisition of Kite Pharma

BofA Merrill Lynch and Lazard are acting as financial advisors to Gilead. Centerview Partners is acting as exclusive financial advisor to Kite. Jefferies LLC and Cowen and Company, LLC also provided advice to Kite. Skadden, Arps, Slate, Meagher & Flom is serving as legal counsel to Gilead and Sullivan & Cromwell LLP and Cooley LLP are serving as legal counsel to Kite.

Gilead Sciences, Inc. (Nasdaq: GILD) and Kite Pharma, Inc. (Nasdaq: KITE) announced today that the companies have entered into a definitive agreement pursuant to which Gilead will acquire Kite for $180.00 per share in cash. The transaction, which values Kite at approximately $11.9 billion, was unanimously approved by both the Gilead and Kite Boards of Directors and is anticipated to close in the fourth quarter of 2017. The transaction will provide opportunities for diversification of revenues, and is expected to be neutral to earnings by year three and accretive thereafter.

Kite is an industry leader in the emerging field of cell therapy, which uses a patient’s own immune cells to fight cancer. The company has developed engineered cell therapies that express either a chimeric antigen receptor (CAR) or an engineered T cell receptor (TCR), depending on the type of cancer. Kite’s most advanced therapy candidate, axicabtagene ciloleucel (axi-cel), is a CAR T therapy currently under priority review by the U.S. Food and Drug Administration (FDA). It is expected to be the first to market as a treatment for refractory aggressive non-Hodgkin lymphoma, which includes diffuse large B-cell lymphoma (DLBCL), transformed follicular lymphoma (TFL) and primary mediastinal B-cell lymphoma (PMBCL). The FDA has set a target action date of November 29, 2017 under the Prescription Drug User Fee Act (PDUFA). A marketing authorization application (MAA) has also been filed for axi-cel for the treatment of relapsed/refractory DLBCL, TFL and PMBCL with the European Medicines Agency (EMA), representing the first submission in Europe for a CAR T therapy. Approval in Europe is expected in 2018. Kite has additional candidates in clinical trials in both hematologic cancers and solid tumors, including KITE-585, a CAR T therapy candidate that targets BCMA expressed in multiple myeloma.

Skadden advised Gilead Sciences, Inc. with a team including

M&A partners Stephen Arcano (Picture) (New York) and Graham Robinson (Boston), and associates Nathaniel Adams (Boston) and Chadé Severin (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); Health Care and Life Sciences partner Jennifer Bragg (Washington, D.C.); Antitrust and Competition partners Steven Sunshine (Washington, D.C.) and Maria Raptis (New York); and Tax partners Moshe Spinowitz (Boston) and Eric Sensenbrenner (Washington, D.C.).

 

Involved fees earner: Stephen Arcano – Skadden Arps Slate Meager & Flom; Graham Robinson – Skadden Arps Slate Meager & Flom; Nathaniel Adams – Skadden Arps Slate Meager & Flom; Chadé Severin – 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; Jennifer Bragg – Skadden Arps Slate Meager & Flom; Steven Sunshine – Skadden Arps Slate Meager & Flom; Maria Raptis – Skadden Arps Slate Meager & Flom; Moshe Spinowitz – Skadden Arps Slate Meager & Flom; Eric Sensenbrenner – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: Gilead Sciences;

 

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Author: Ambrogio Visconti