The FINANCIAL -- Gilead Sciences, Inc. on October 3 announced the successful completion of the tender offer by its wholly-owned subsidiary, Dodgers Merger Sub, Inc., for all of the outstanding shares of common stock of Kite Pharma, Inc. at a price of $180 per share, net to the seller in cash, without interest.
Computershare Trust Company, N.A., the depositary for the tender offer, has advised Gilead that, as of one minute after 11:59 p.m., New York City time, on October 2, 2017, the initial expiration of the tender offer, approximately 38,324,617 shares were validly tendered and not withdrawn in the tender offer, representing approximately 66.20% of Kite’s currently outstanding shares (including 2,003,002 shares delivered through Notices of Guaranteed Delivery, representing approximately 3.46% of the shares outstanding). Gilead has accepted for payment all shares validly tendered and not withdrawn and will promptly pay for such shares. Eligible Kite shares exclude shares held by Kite (or in Kite’s treasury), shares held by Gilead or any of its subsidiaries, including Purchaser, and shares held by any Kite stockholder who exercised appraisal rights under Section 262 of the Delaware General Corporate Law (the “DGCL”).
Purchaser will acquire all of the remaining outstanding shares of Kite common stock by means of a merger of Purchaser with and into Kite without a vote of Kite’s other stockholders pursuant to Section 251(h) of the DGCL. Following the merger, Kite will become a wholly-owned subsidiary of Gilead, and each share of Kite’s outstanding common stock will be cancelled and converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer. Thereafter, Kite common stock will cease to be traded on the NASDAQ Global Select Market, according to Gilead.