Gilead Sciences, Inc. (NasdaqGS:GILD) entered into an Agreement and Plan of Merger to acquire CymaBay Therapeutics, Inc. (NasdaqGS:CBAY) for $3.7 billion on February 11, 2024. Under the terms of the merger agreement entered into in connection with the transaction, Gilead will promptly commence a tender offer to acquire all of the outstanding shares of CymaBay?s common stock at a price of $32.50 per share in cash, which offer price represents a 27 percent premium to CymaBay?s closing share price on February 9, 2024. 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 tender offer commenced on February 23, 2024, and will end on March 21, 2024. The transaction is expected to close on March 22, 2024.

Consummation of the tender offer is subject to a minimum tender of at least a majority of then-outstanding CymaBay shares, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, subject to regulatory approvals and other customary conditions. The transaction was approved by both the Gilead and CymaBay Boards of Directors and is anticipated to close during the first quarter of 2024. Upon FDA approval of seladelpar, the proposed transaction is expected to enhance Gilead?s revenue growth, and it is also expected that the transaction will be approximately neutral to earnings per share in 2025 and significantly accretive thereafter. On March 11, 2024, waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, expired.

BofA Securities, Inc. and Guggenheim Securities, LLC are acting as financial advisors to Gilead. Centerview Partners LLC and Lazard are acting as financial advisors to CymaBay. Each of Centerview Partners LLC and Lazard Frères & Co. LLC has rendered to the CymaBay's Board of Directors its oral opinion. Paul S. Scrivano, Kyoko Takahashi Lin, David R. Bauer, Michael Mollerus and Cheryl Chan of Davis Polk & Wardwell LLP acted as legal advisors for Gilead. Richard Hall, Matthew L. Ploszek, Jonathan J. Katz, senior attorney Arian Mossanenzadeh, J. Leonard Teti II, Sasha Rosenthal-Larrea, Matthew Morreale, Jesse M. Weiss, Joyce Law, Brian Budnick, Gabriela Flores-Romo and Kenya Rowser of Cravath, Swaine & Moore LLP acted as legal advisors for CymaBay. Equiniti Trust Company, LLC is Transfer Agent of CymaBay Therapeutics. Andrew Bab of Debevoise & Plimpton LLP is advising Guggenheim Securities LLC as financial advisor to Gilead Sciences Inc. Innisfree M&A Incorporated acted as information agent and Equiniti Trust Company, LLC acted as depository to Gilead Sciences Inc. Christopher M Barlow and Graham Robinson of Skadden, Arps, Slate, Meagher & Flom LLP represented Centerview Partners LLC and Lazard Freres & Co. LLC as financial advisors to CymaBay Therapeutics, Inc.