Gilead Completes Strategic Acquisition of CymaBay for $4.3 Billion, Expanding Liver Disease Portfolio

Deal Strengthens Position in Primary Biliary Cholangitis Treatment Market

Gilead Sciences has finalized its acquisition of CymaBay Therapeutics, marking a significant strategic move in the pharmaceutical landscape. The transaction, valued at approximately $4.3 billion in total equity value, was officially completed on March 22, 2024, following a successful tender offer process that commenced in late February.

The acquisition brings seladelpar, CymaBay’s investigational lead candidate, into Gilead’s portfolio. This product candidate targets primary biliary cholangitis (PBC), including pruritus symptoms, and represents what executives characterize as a potential best-in-disease therapy. According to Daniel O’Day, Chairman and Chief Executive Officer of Gilead Sciences, this addition reinforces the company’s commitment to addressing unmet medical needs in liver disease treatment, building on more than two decades of experience in this therapeutic area.

Transaction Structure and Timeline

The merger agreement was signed on February 12, 2024, with the tender offer launching on February 23, 2024, at a price of $32.50 per share. By March 22, Gilead successfully completed the tender process, acquiring approximately 77.3% of outstanding shares through the initial offer, with an additional 4.2% delivered via Notices of Guaranteed Delivery. Following these steps, Gilead’s subsidiary merged with CymaBay, converting all remaining shares not subject to appraisal rights into cash consideration at the agreed price. CymaBay became a wholly owned subsidiary of Gilead, and its common stock ceased trading on the Nasdaq Global Select Market effective March 22, 2024.

Financial Impact and Integration Considerations

Gilead projects the transaction will reduce 2024 earnings per share by approximately $3.10 to $3.20 under both GAAP and non-GAAP measurements, reflecting the asset acquisition accounting treatment. When factoring in acquisition costs, operating expenses, and reduced interest income, the total EPS impact is expected to range from $3.35 to $3.45 relative to the company’s full-year 2024 guidance announced in early February.

About the Companies and Forward-Looking Context

Gilead Sciences operates across more than 35 countries as a biopharmaceutical company focused on breakthrough medicines for life-threatening diseases including HIV, viral hepatitis, COVID-19, and cancer. The company maintains headquarters in Foster City, California.

It should be noted that seladelpar remains an investigational product with no global regulatory approval to date, and its safety and efficacy profiles have not yet been established. The completion of this integration and eventual commercialization of seladelpar depends on navigating regulatory pathways, competitive dynamics, and numerous other variables inherent in pharmaceutical development. Investors are advised that actual results may differ materially from current expectations.