Pursuant to the terms of the merger agreement, a Gilead (GILD) subsidiary will launch a tender offer to acquire all outstanding shares of CymaBay’s (CBAY) common stock at $32.50/share in cash. The price represents a 27% premium to CymaBay’s closing share price on February 9, 2024.
Following completion of the tender offer, Gilead (GILD) will buy all remaining shares not tendered in the offer through a second step merger at the same price as in the tender offer.
The transaction was approved by both the Gilead (GILD) and CymaBay (CBAY) boards of directors and is expected to close during the first quarter of 2024, subject to regulatory approvals and other customary closing conditions.
CymaBay (CBAY) specializes in the development of advanced therapies for patients with liver and other chronic diseases. Seladelpar, the company’s lead investigational treatment for people with primary biliary cholangitis, has shown to regulate critical metabolic and liver disease pathways.
The U.S. Food and Drug Administration (FDA) has already accepted a new drug application for the therapy and granted priority review with a target action date of August 14, 2024.
The addition of CymaBay’s (CBAY) seladelpar will complement Gilead’s (GILD) existing liver portfolio. Daniel O’Day, chairman and chief executive officer, Gilead Sciences, said: “We are looking forward to advancing seladelpar by leveraging Gilead’s long-standing expertise in treating and curing liver diseases.”
Upon FDA approval of seladelpar, the proposed deal is expected to enhance Gilead’s (GILD) revenue growth. It is expected to be approximately neutral to earnings per share in 2025 and significantly accretive thereafter.