Empresas y finanzas

Gilead Sciences to Acquire Myogen, Inc. for $2.5 Billion



    Gilead Sciences, Inc. (Nasdaq:GILD) and Myogen, Inc. (Nasdaq:MYOG)
    announced today that the companies have signed a definitive agreement
    under which Gilead plans to acquire Myogen. The transaction has been
    structured as a two-step acquisition comprised of a cash tender offer
    for all of the outstanding Myogen common stock at $52.50 per share,
    followed by a cash merger in which Gilead would acquire any remaining
    outstanding Myogen common stock at $52.50 per share. Upon completion
    of the second-step merger, Myogen will become a wholly-owned
    subsidiary of Gilead. The value of the transaction is approximately
    $2.5 billion. The deal is expected to be dilutive to Gilead's earnings
    in 2007 and 2008, neutral in 2009 and accretive in 2010 and beyond.

    Myogen's lead product candidate, ambrisentan, for the potential
    treatment of pulmonary arterial hypertension (PAH), is an orally
    available endothelin receptor antagonist. Endothelin is a small
    peptide hormone that is believed to play a critical role in the
    regulation of blood flow and cell division. Elevated endothelin blood
    levels are associated with several cardiovascular disease conditions,
    including PAH. Gilead and Myogen believe data from two completed
    pivotal Phase III studies (ARIES 1&2) evaluating the safety and
    efficacy of the product as a potential treatment for PAH would support
    a New Drug Application (NDA). Myogen currently expects to file an NDA
    with the U.S. Food and Drug Administration as early as the fourth
    quarter of 2006. Ambrisentan has been granted orphan drug status for
    the potential treatment of PAH in both the United States and Europe.
    GlaxoSmithKline holds rights to the product outside the United States.

    "Myogen represents a unique scientific and strategic fit with our
    company, bringing to Gilead a late-stage product candidate that
    addresses an area of significant unmet medical need and further
    enhances our growing focus on pulmonology, as initially established
    through our recent acquisition of Corus Pharma," said John C. Martin,
    PhD, President and Chief Executive Officer, Gilead Sciences. "We are
    excited about the potential of ambrisentan, which we believe could
    have important clinical benefit over existing therapies for pulmonary
    arterial hypertension. We look forward to welcoming Myogen's
    Colorado-based employees to the Gilead team. Working together, we plan
    to leverage both our development capabilities and experience
    delivering differentiated therapeutics to the medical community to
    make ambrisentan available for patients in need as quickly as
    possible."

    "We are proud to join with Gilead Sciences, one of the premier
    biopharmaceutical companies in the world, in advancing the care of
    patients suffering from life-threatening diseases," said J. William
    Freytag, PhD, President and Chief Executive Officer, Myogen, Inc.
    "Myogen was founded 10 years ago with a vision of making important
    contributions to the treatment of cardiovascular disorders. Through
    the dedication and effort of our talented employees, we have made
    tremendous progress. Bringing Myogen and Gilead together will allow us
    to build on our progress to date and expand the resources committed to
    that vision."

    Myogen currently markets and distributes Flolan(R) (epoprostenol
    sodium) in the United States through an agreement with
    GlaxoSmithKline. Flolan was approved in 1995 and is indicated for the
    long-term intravenous treatment of primary pulmonary hypertension.
    Additionally, Myogen is exploring darusentan, an endothelin receptor
    antagonist, for the potential treatment of resistant hypertension.
    Myogen recently initiated a Phase III study of the product. Myogen
    also has a research collaboration with Novartis focused on the
    identification of disease-modifying drugs for the treatment of chronic
    heart failure and related cardiovascular disorders.

    Terms of the Transaction

    The tender offer is subject to various conditions, including the
    tender of at least a majority of the shares of Myogen common stock in
    the tender offer and the receipt of clearance under the
    Hart-Scott-Rodino Antitrust Improvements Act. The board of directors
    of Myogen has voted unanimously to recommend the tender offer and the
    merger to its stockholders. Gilead and Myogen expect the tender offer
    to close before the end of 2006. Lazard is acting as the exclusive
    financial advisor to Gilead in the transaction. Goldman, Sachs & Co.
    is acting as the exclusive financial advisor to Myogen.

    Conference Call

    Gilead will host a conference call today, October 2, 2006, at 8:30
    a.m. Eastern Time, to discuss the proposed acquisition. To access the
    live call, please dial 1-800-659-1966 (U.S.) or 1-617-614-2711
    (international). The conference passcode number is 71673061. Telephone
    replay is available approximately one hour after the call through 7:00
    p.m. Eastern Time, October 5, 2006. To access, please call
    1-888-286-8010 (U.S.) or 1-617-801-6888 (international). The
    conference passcode number for the replay is 64040396. The information
    provided on the teleconference is only accurate at the time of the
    conference call, and Gilead will take no responsibility for providing
    updated information.

    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.

    About Myogen

    Myogen has two product candidates in late-stage clinical
    development: ambrisentan for the treatment of patients with pulmonary
    arterial hypertension (PAH) and darusentan for the treatment of
    patients with resistant hypertension. Myogen and GlaxoSmithKline have
    entered into a global PAH collaboration in which Myogen has marketing
    and distribution rights to GlaxoSmithKline's Flolan(R) (epoprostenol
    sodium) for Injection in the United States and GlaxoSmithKline has
    licensed ambrisentan from Myogen for all territories outside of the
    United States, where Myogen retains exclusive rights. Myogen also
    conducts a target and drug discovery research program focused on the
    development of disease-modifying drugs for the treatment of chronic
    heart failure and related cardiovascular disorders. Please visit
    Myogen's website at www.myogen.com.

    Forward-Looking Statements

    This press release includes forward-looking statements, within the
    meaning of the Private Securities Litigation Reform Act of 1995, that
    are subject to risks, uncertainties and other factors including the
    risks to both companies that the acquisition of Myogen will not be
    consummated as the transaction is subject to certain closing
    conditions. In addition, if and when the transaction is consummated,
    there will be risks and uncertainties related to Gilead's ability to
    successfully integrate the products and employees of Gilead and
    Myogen, and the ability of ambrisentan for pulmonary arterial
    hypertension to receive regulatory approvals or market acceptance.
    These risks, uncertainties and other factors, and the general risks
    associated with the respective businesses of Gilead and Myogen as
    described in the reports and other documents filed by each of them
    with the Securities and Exchange Commission, could cause actual
    results to differ materially from those referred to in the
    forward-looking statements. The reader is cautioned not to rely on
    these forward-looking statements. All forward-looking statements are
    based on information currently available to Gilead and Myogen, and
    neither Gilead nor Myogen assumes any obligation to update any such
    forward-looking statements or other statements included in this press
    release.

    Additional Information and Where to Find It

    This announcement is neither an offer to purchase nor a
    solicitation of an offer to sell shares of Myogen. Myogen stockholders
    are urged to read the relevant tender offer documents when they become
    available because they will contain important information that
    stockholders should consider before making any decision regarding
    tendering their shares. At the time the offer is commenced, Gilead
    will file tender offer materials with the U.S. Securities and Exchange
    Commission, and Myogen will file a Solicitation/Recommendation
    Statement with respect to the offer. The tender offer materials
    (including an Offer to Purchase, a related Letter of Transmittal and
    certain other offer documents) and the Solicitation/Recommendation
    Statement will contain important information, which should be read
    carefully before any decision is made with respect to the tender
    offer. The Offer to Purchase, the related Letter of Transmittal and
    certain other offer documents, as well as the
    Solicitation/Recommendation Statement, will be made available to all
    stockholders of Myogen at no expense to them. The tender offer
    materials and the Solicitation/Recommendation Statement will be made
    available for free at the Commission's web site at www.sec.gov. Free
    copies of the Offer to Purchase, the related Letter of Transmittal and
    certain other offering documents will be made available by Gilead by
    mail to Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA
    94404, attention: Investor Relations.

    In addition to the Offer to Purchase, the related Letter of
    Transmittal and certain other offer documents, as well as the
    Solicitation/Recommendation Statement, Gilead and Myogen file annual,
    quarterly and special reports, proxy statements and other information
    with the Securities and Exchange Commission. You may read and copy any
    reports, statements or other information filed by Gilead or Myogen at
    the SEC public reference room at 100 F Street, N.E., Washington, D.C.
    20549. Please call the Commission at 1-800-SEC-0330 for further
    information on the public reference room. Gilead's and Myogen's
    filings with the Commission are also available to the public from
    commercial document-retrieval services and at the website maintained
    by the Commission at www.sec.gov.

    Interests of Certain Persons in the Offer and the Merger

    Gilead will be, and certain other persons may be, soliciting
    Myogen stockholders to tender their shares into the tender offer. The
    directors and executive officers of Gilead and the directors and
    executive officers of Myogen may be deemed to be participants in
    Gilead's solicitation of Myogen's stockholders to tender their shares
    into the tender offer.