Gilead Sciences, Inc. (Nasdaq:GILD) today announced that the
required waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to Gilead's cash tender offer
for Myogen, Inc. (Nasdaq:MYOG) has been terminated by the United
States Federal Trade Commission prior to the expiration of the waiting
period.
The tender offer is expected to close by the end of the fourth
quarter of 2006, subject to customary closing conditions. As
previously announced, unless the tender offer is extended, the tender
offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Friday, November 10, 2006.
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell Myogen shares. The tender offer can
only be made through an offer to purchase, letter of transmittal and
related tender offer materials. The tender offer materials, certain
other offer materials, and the solicitation/recommendation statement
have been sent to all stockholders of Myogen and also are available
free of charge at the SEC's website at www.sec.gov.
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.
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
risk that the acquisition of Myogen will not be consummated as the
transaction is subject to certain closing conditions. For example, the
ability of the parties to close the tender offer by the end of 2006
will depend on a number of factors outside the parties' control,
including the satisfaction of closing conditions. These risks,
uncertainties and other factors, and the general risks associated with
Gilead's business as described in reports and other documents filed
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 Gilead assumes
no 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 because they
contain important information that stockholders should consider before
making any decision regarding tendering their shares. Gilead has filed
tender offer materials with the U.S. Securities and Exchange
Commission, and Myogen has filed 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 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, have been made available to all
stockholders of Myogen at no expense to them, and are 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 are available from Gilead by mailing requests for
such materials 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.
