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Gilead Sciences to acquire Myogen for $2.5 billion
November 2006
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FOSTER CITY, Calif.—Gilead Sciences Inc. and Westminster, Colo.-based Myogen Inc. 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 of the 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.
 
"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," says Dr. John C. Martin, president and CEO of Gilead. "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."
 
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 an 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 currently markets and distrib­utes Flolan (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.

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