-=Forty Seven (FTSV) to be acquired by Gilead (GILD) for $95.50/share

Gilead (GILD) to acquire Forty Seven for $95.50/share in cash

Cos entered into a definitive agreement pursuant to which Gilead will acquire Forty Seven for $95.50/share in cash. The transaction, which values Forty Seven at approximately $4.9 billion, was unanimously approved by both the Gilead and Forty Seven Boards of Directors and is anticipated to close during the second quarter of 2020, subject to regulatory approvals and other customary closing conditions.

Under the terms of the merger agreement, a wholly-owned subsidiary of Gilead will promptly commence a tender offer to acquire all of the outstanding shares of Forty Seven's common stock at a price of $95.50 per share in cash. 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.

Consummation of the tender offer is subject to a minimum tender of at least a majority of outstanding Forty Seven shares plus Forty Seven shares underlying vested options, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions.

\Gilead plans to pay all cash consideration for the transaction. The tender offer is not subject to a financing condition.