Gilead Sciences, Inc. (NasdaqGS:GILD) entered into a definitive agreement to acquire Kite Pharma, Inc. (NasdaqGS:KITE) for $10.4 billion on August 27, 2017. Pursuant to the agreement, Gilead will commence a tender offer to purchase all of the issued and outstanding shares of Kite Pharma at a price of $180 per share, net to the seller in cash, without interest. Immediately prior to the offer acceptance time, each Kite Pharma option and warrant that is then outstanding and unexercised and which has a per share exercise price that is less than the offer price shall be cancelled and converted into the right to receive a cash payment equal to the excess of the offer price over the exercise price payable and each then outstanding Kite Pharma restricted stock unit shall be cancelled and converted into the right to receive a cash payment equal to the product of the offer price, multiplied by the total number of shares subject to such restricted stock units. 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. Kite Pharma has agreed to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and engage in discussions. The offer is expected to commence within 10 business days after the date of this agreement. The offer is scheduled to expire on the date that is twenty business days following the offer commencement date. Kite Pharma will become wholly owned subsidiary of Gilead Sciences after the transaction. Gilead plans to finance the transaction with a combination of cash on hand, bank debt and senior unsecured notes. The purchase will be finance with proceeds from sale of notes of $3 billion. Additionally, Gilead entered into $6 billion term loan facility consisting of $1 billion senior unsecured term loan facility, $2.5 billion senior unsecured term loan facility and $2.5 billion senior unsecured term loan facility to fund the acquisition. The merger agreement also provides that, in connection with the termination of the under specified circumstances, including termination by Kite Pharma to accept and enter into an agreement with respect to a superior offer, Kite Pharma will pay Gilead a termination fee of $356 million. The offer is subject to customary conditions, including, among others, (i) there being validly tendered and not validly withdrawn prior to the expiration of the offer a number of shares that, considered together with all other shares (if any) owned by Gilead Sciences, comprise at least a majority of the then-outstanding shares and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The tender offer is not subject to a financing condition. The board of directors of Kite Pharma and Gilead Sciences has unanimously approved the agreement and the board of directors of Kite Pharma resolved to recommend that the stockholders of Kite Pharma accept the offer and tender their shares. On September 26, 2017, the Federal Trade Commission issued an early termination notice to the deal. The deal is anticipated to close in the fourth quarter of 2017. On September 5, 2017, it was announced that the transaction is expected to close in early October 2017. The transaction is expected to be neutral to earnings by year three and accretive thereafter. Ivan Farman of BofA Merrill Lynch and Steven Sands, Sven Pfeiffer and Devang Bhuva of Lazard acted as financial advisors and Stephen Arcano, Graham Robinson, Nathaniel Adams, Chade Severin, Resa Schlossberg, Regina Olshan, Timothy F. Nelson, Jennifer Bragg, Steven Sunshine, Maria Raptis, Moshe Spinowitz and Eric Sensenbrenner of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Gilead Sciences, Inc. Alison S. Ressler, Eric M. Krautheimer, Matthew C. Barnett, Ravi S. Mahesh, Anel Loubser, Vartika Jain, Emily A. Yi, Kelly N. Meric, Kelsey A. Baldwin, Joshua A. Green, Matthew M. Friestedt, Jeannette E. Braun, Nader A. Mousavi, Mark Schenkel, Ronald E. Creamer Jr., Joseph J. Matelis, Juan Rodriguez, Eric H. Queen and Patrick Gorman of Sullivan & Cromwell LLP and Cooley LLP acted as legal advisors and Eric Tokat and Alan Hartman of Centerview Partners, Jefferies LLC and Cowen and Company, LLC acted as financial advisors to Kite Pharma. Kite's in-house team included Veer Bhavnagri and David Tanen. Centerview Partners acted as the fairness opinion provider to Kite Pharma. The in-house team at Gilead included Andrew Dickinson, Liz Bhatt and Jason Okazaki. Blake Liggio and James Matarese of Goodwin Procter LLP acted as legal advisor for Centerview Partners. Philip Richter and Roy Tannenbaum of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor for Lazard and Bank of America Merrill Lynch. Computershare Trust Company, N.A. acted as depositary and Innisfree M&A Incorporated acted as information agent for Kite. Centerview will receive aggregate fee of approximately $58 million, of which $2.5 million was payable upon the rendering of Centerview’s opinion and the balance of which is payable contingent upon consummation of the transaction. Sard Verbinnen & Co. acted as PR advisor for Kite Pharma. Barclays Capital Inc. acted as financial advisor for Gilead Sciences, Inc. Gilead Sciences, Inc. (NasdaqGS:GILD) completed the acquisition of Kite Pharma, Inc. (NasdaqGS:KITE) on October 2, 2017. At the close of the tender offer on October 2, a total of 36,321,615 shares of Kite Pharma were tendered and, in addition, notices of guaranteed delivery with respect to 2,003,002 shares were received. All other conditions of the offer were satisfied or waived. Gilead Sciences expects to complete the acquisition on October 3, 2017 by consummating the merger pursuant without a meeting of the Kite Pharma shareholders in accordance with Section 251(h) of the DGCL. At the effective time of the merger, each remaining share then outstanding will be canceled and converted into the right to receive $180, in cash, without interest. Kite Pharma common stock will cease to be traded on the NASDAQ Global Select Market.