Myogen (NASDAQ:MYOG)
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Gilead Sciences, Inc. (Nasdaq:GILD) announced today that it has
completed its acquisition of Myogen, Inc. (Nasdaq:MYOG).
On November 17, 2006, Gilead caused one of its wholly-owned subsidiaries
to be merged into Myogen. The merger followed the successful completion
by Gilead of a cash tender offer for all outstanding shares of Myogen
common stock at $52.50 per share, which was completed at one minute
following 11:59 p.m., New York City time (midnight), on November 13,
2006. As a result of the merger, each outstanding share of common stock
of Myogen, other than those held by Gilead or Myogen or their respective
subsidiaries, or holders who properly exercise appraisal rights, has
been converted into the right to receive $52.50 in cash, without
interest (the same price paid in the tender offer). Myogen stockholders
whose shares were not validly tendered and accepted for payment in the
tender offer will receive a Notice of Merger and a Letter of Transmittal
that will instruct them as to how to receive the merger consideration.
In order to accomplish the merger as a “short
form” merger, Gilead exercised its “top-up”
option pursuant to the merger agreement, which permitted a subsidiary of
Gilead to purchase a limited number of additional shares of common stock
of Myogen directly from Myogen for $52.50 per share (the same purchase
price paid in the offer).
As previously announced, Gilead will provide guidance on the impact of
the Myogen acquisition on its 2007 operating expenses during the fourth
quarter and year end 2006 earnings conference call on January 31, 2007.
About Gilead Sciences
Gilead Sciences is a biopharmaceutical company that discovers, develops
and commercializes innovative therapeutics in areas of unmet medical
need. The company’s mission is to advance the
care of patients suffering from life-threatening diseases worldwide.
Headquartered in Foster City, California, Gilead has operations in North
America, Europe and Australia. For more information on Gilead Sciences,
please visit the company’s website at www.gilead.com
or call Gilead Public Affairs at 1-800-GILEAD-5 or 1-650-574-3000.
Gilead Sciences, Inc. (Nasdaq:GILD) announced today that it has
completed its acquisition of Myogen, Inc. (Nasdaq:MYOG).
On November 17, 2006, Gilead caused one of its wholly-owned
subsidiaries to be merged into Myogen. The merger followed the
successful completion by Gilead of a cash tender offer for all
outstanding shares of Myogen common stock at $52.50 per share, which
was completed at one minute following 11:59 p.m., New York City time
(midnight), on November 13, 2006. As a result of the merger, each
outstanding share of common stock of Myogen, other than those held by
Gilead or Myogen or their respective subsidiaries, or holders who
properly exercise appraisal rights, has been converted into the right
to receive $52.50 in cash, without interest (the same price paid in
the tender offer). Myogen stockholders whose shares were not validly
tendered and accepted for payment in the tender offer will receive a
Notice of Merger and a Letter of Transmittal that will instruct them
as to how to receive the merger consideration. In order to accomplish
the merger as a "short form" merger, Gilead exercised its "top-up"
option pursuant to the merger agreement, which permitted a subsidiary
of Gilead to purchase a limited number of additional shares of common
stock of Myogen directly from Myogen for $52.50 per share (the same
purchase price paid in the offer).
As previously announced, Gilead will provide guidance on the
impact of the Myogen acquisition on its 2007 operating expenses during
the fourth quarter and year end 2006 earnings conference call on
January 31, 2007.
About Gilead Sciences
Gilead Sciences is a biopharmaceutical company that discovers,
develops and commercializes innovative therapeutics in areas of unmet
medical need. The company's mission is to advance the care of patients
suffering from life-threatening diseases worldwide. Headquartered in
Foster City, California, Gilead has operations in North America,
Europe and Australia. For more information on Gilead Sciences, please
visit the company's website at www.gilead.com or call Gilead Public
Affairs at 1-800-GILEAD-5 or 1-650-574-3000.