Gilead Sciences, Inc. (NasdaqGS:GILD) entered into a definitive agreement to acquire Forty Seven, Inc. (NasdaqGS:FTSV) for $4.6 billion on March 1, 2020. Gilead will acquire Forty Seven for $95.5 per share in cash. At the effective time, each Forty Seven Option that is then outstanding and unexercised, whether or not vested and which has a per share exercise price that is less than the merger consideration, shall be cancelled and converted into the right to receive a cash payment. The transaction values Forty Seven at approximately $4.9 billion. 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 in the tender offer. The offer will initially remain open for a minimum of 20 business days from the date of commencement of the offer. If at the scheduled expiration time of the offer any of the conditions to the offer have not been satisfied (unless such condition is waivable by Gilead and has been waived), Gilead will extend the offer to permit the satisfaction of all offer conditions. The transaction will be entirely financed with existing cash. Post-acquisition, Forty Seven shall become a wholly owned subsidiary of Gilead. In connection with the termination of the merger agreement under specified circumstances Forty Seven will pay Gilead a termination fee of $160 million.

Consummation of the tender offer is subject to a minimum tender of at least a majority of outstanding Forty Seven shares plus Forty Seven shares underlying vested options, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the absence of any law or order prohibiting the consummation of the offer or the merger, regulatory approvals and other customary closing conditions. The tender offer is not subject to a financing condition. The transaction was unanimously approved by both the Gilead and Forty Seven Boards of Directors. On March 12, 2020, each of Gilead and Forty Seven filed a premerger notification and report form with the FTC and the antitrust division in connection with the purchase of shares in the offer. Accordingly, the required waiting period with respect to the offer will expire on March 27, 2020. As of March 30, 2020, the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) with respect to the transaction, expired on March 27, 2020. As of March 10, 2020, the offer will expire on April 7, 2020 (one minute after 11:59 p.m., Eastern Time, on April 6, 2020). The transaction is expected to be dilutive for next several years.

Citi and J.P. Morgan are acting as joint financial advisors to Gilead. Centerview Partners LLC is acting as the exclusive financial advisor to Forty Seven. Stephen F. Arcano, Resa Schlossberg, Eric Sensenbrenner, Moshe Spinowitz, Maria Raptis, Steven Sunshine, Regina Olshan, Maya Florence and Graham Robinson of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisors to Gilead and Ben Beerle, Megan Browdie, Stephanie Gentile, Todd Gluth, Jacqueline Grise, Natasha Leskovsek, Alessandra Murata, Marya Postner, Marjorie Wagman, Jamie Leigh, Eric Jensen and John McKenna of Cooley LLP is serving as legal advisors to Forty Seven. Stuart Cable, James Matarese and Blake Liggio of Goodwin Procter LLP acted as legal advisors to Centerview Partners LLC. Computershare Trust Company, NA acted as a depositary bank and Innisfree M&A Inc. acted as an information agent to Forty Seven. Centerview Partners LLC will receive a fee of $79 million.

Gilead Sciences, Inc. (NasdaqGS:GILD) completed the acquisition of Forty Seven, Inc. (NasdaqGS:FTSV) on April 6, 2020. Gilead Sciences received valid acceptance from approximately 89.07% shareholders and the minimum tender condition of the offer is satisfied. In addition, notices of guaranteed delivery has been received with respect of approximately 4.42% shares. Gilead Sciences will acquire the remaining shares through compulsory acquisition. The tendered shares are accepted for payment. Directors of Forty Seven including Kristine M. Ball, Jeffrey W. Bird, Ian T. Clark, Dennis J. Henner, Ravindra Majeti, Mark A. McCamish and Irving L. Weissman have resigned. As a part of acquisition, Andrew D. Dickinson assumed the roles of Director and President and Treasurer, Brett A. Pletcher assumed the roles of Director and Secretary and Christina Carlson assumed the roles of Director and Assistant Secretary of the Forty Seven.