Gilead Completes Acquisition of Forty Seven, Inc.

Gilead Sciences, Inc. announced the completion of the previously announced transaction for Toro Merger Sub, Inc., a wholly owned subsidiary of Gilead (“Purchaser”), to acquire Forty Seven, Inc. for $95.50 per share, net to the seller in cash, without interest, or approximately $4.9 billion in the aggregate.

On March 2, 2020, Gilead and Forty Seven announced that Forty Seven, Gilead and Purchaser had signed a definitive merger agreement pursuant to which a tender offer would be made. Pursuant to the merger agreement, Gilead and Purchaser commenced a tender offer on March 10, 2020, to acquire all outstanding shares of Forty Seven at a price of $95.50 per share, net to the seller in cash, without interest. On April 7, 2020, Gilead successfully completed the tender offer for all outstanding shares of common stock of Forty Seven and accepted for payment all shares validly tendered and not withdrawn as of the expiration time of the tender offer, and Gilead will promptly pay for such shares, which shares represented approximately 93.48% of Forty Seven’s outstanding shares (including 2,133,813 shares delivered through Notices of Guaranteed Delivery, representing approximately 4.42% of the shares outstanding). Pursuant to the terms of the merger agreement, Purchaser merged with and into Forty Seven on April 7, 2020. All outstanding shares of common stock of Forty Seven, other than (i) shares owned by Gilead, Purchaser or any of their direct or indirect wholly owned subsidiaries, (ii) shares owned by Forty Seven (or held in Forty Seven’s treasury) and (iii) shares held by Forty Seven stockholders who properly demand appraisal for their shares under Delaware law, were cancelled and converted into the right to receive cash equal to the $95.50 price per share.

As a result of the completion of the merger, Forty Seven has become a wholly owned subsidiary of Gilead and the common stock of Forty Seven will no longer be listed for trading on the Nasdaq Global Select Market, which is expected to take effect as of the close of market on April 7, 2020.

“We will now work together to accelerate the progress of magrolimab and advance Gilead’s work in immuno-oncology,” said Daniel O’Day, Chairman and Chief Executive Officer of Gilead Sciences. “I am delighted to welcome the Forty Seven team, whose unique expertise will be of great value as we grow our clinical pipeline and work to help more patients with some of the toughest forms of cancer.”

Citi and J.P. Morgan acted as joint financial advisors to Gilead. Centerview Partners LLC acted as the exclusive financial advisor to Forty Seven. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to Gilead and Cooley LLP acted as legal counsel to Forty Seven.