Gilead Sciences, Inc. (NasdaqGS:GILD) entered into a definitive agreement to acquire Immunomedics, Inc. (NasdaqGM:IMMU) for $20.4 billion on September 13, 2020. Under the terms of the deal, Gilead will promptly commence a tender offer to acquire all the outstanding shares of Immunomedics for $88 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 the tender offer. The transaction will be funded through approximately $15 billion in cash on hand, as well as approximately $6 billion in newly issued debt. As of September 23, 2020, Gilead Sciences announced public offering of senior unsecured notes for proceeds of $7.25 billion and of which will use $500 million of floating rate notes maturing in 2021, $500 million of floating rate notes maturing in 2023, $2 billion of 0.75% senior notes maturing in 2023, $1 billion of 1.65% senior notes maturing in 2030 and $1 billion of 2.60% senior notes maturing in 2040 to finance a portion of the cash consideration. Additionally, Gilead will use up to $1 billion of borrowings under available term loan facilities from a syndicate of lending institutions to finance the deal. Upon completion, Immunomedics will be a wholly owned subsidiary of Gilead Sciences and its shares will no longer be publicly traded. Immunomedics is under an obligation to pay a termination fee of approximately $732.1 million to Gilead if Immunomedics accepts and enters into an agreement with respect to a superior offer.

The consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of outstanding Immunomedics shares, regulatory approval, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. The tender offer is not subject to a financing condition. The transaction has been unanimously approved by both Gilead and Immunomedics' Boards of Directors. The Board of Directors of Immunomedics has unanimously recommended that its stockholders accept the offer. As of September 24, 2020, Gilead Sciences commenced the offer. Gilead will not provide for any subsequent offering period following the expiration date. On September 25, 2020, Gilead Sciences and Immunomedics filed a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the transaction and the required waiting period with respect to the offer will expire on October 13, 2020. As of October 13, 2020, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with respect to the transaction has expired. The transaction is anticipated to close during the fourth quarter of 2020. The tender offer will expire on October 22, 2020. The transaction will be neutral to accretive to Gilead Sciences' non-GAAP earning per share in 2023 and significantly accretive thereafter.

Lazard and Morgan Stanley & Co. LLC acted as financial advisors to Gilead. Todd J. Davison of Centerview Partners LLC and BofA Securities, Inc. acted as financial advisors and fairness opinion providers to Immunomedics. Cowen & Company, LLC acted as financial advisor to Immunomedics. Marc O. Williams, Cheryl Chan, David R. Bauer, Kyoko Takahashi Lin, Ronan P. Harty, Michael Mollerus and Betty Moy Huber of Davis Polk & Wardwell LLP acted as legal advisor to Gilead and Adam O. Emmerich and Victor Goldfeld of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor to Immunomedics. Stuart Cable, James Matarese, and Blake Liggio of Goodwin Procter LLP acted as legal advisors for Centerview Partners LLC. Mizuho Securities USA LLC acted as financial advisor for Gilead Sciences, Inc. Innisfree M&A Incorporated acted as the information agent and Computershare Trust Company, N.A acted as the depositary for Gilead Sciences, Inc. Computershare Trust Company, NA is the transfer agent and registrar for common stock of Gilead Sciences. Philip Richter and Roy Tannenbaum of Fried, Frank, Harris, Shriver & Jacobson LLP acted as the legal advisor to Lazard in the transaction. Stephen M. Kotran of Sullivan & Cromwell LLP advised to BofA Securities.