Gilead Sciences Prices $7.25 Billion of Senior Unsecured Notes

Gilead Sciences, Inc. (Nasdaq: GILD) today announced the pricing of senior unsecured notes in an aggregate principal amount of $7.25 billion, in an underwritten, registered public offering, consisting of seven tranches:

• $500 million of floating rate notes maturing in 2021 (the “2021 floating rate notes”)
• $500 million of floating rate notes maturing in 2023 (the “2023 floating rate notes” and together with the 2021 floating rate notes, “the floating rate notes”)
• $2 billion of 0.75% senior notes maturing in 2023 (the “2023 fixed rate notes”)
• $750 million of 1.20% senior notes maturing in 2027 (the “2027 fixed rate notes”)
• $1 billion of 1.65% senior notes maturing in 2030 (the “2030 fixed rate notes”)
• $1 billion of 2.60% senior notes maturing in 2040 (the “2040 fixed rate notes”)
• $1.5 billion of 2.80% senior notes maturing in 2050 (the “2050 fixed rate notes”)

The offering is expected to close September 30, 2020, subject to customary closing conditions.

As previously announced, Gilead entered into an Agreement and Plan of Merger with Immunomedics, Inc. (“Immunomedics”) on September 13, 2020, pursuant to which Gilead will acquire Immunomedics. Under the terms of the agreement, a wholly-owned subsidiary of Gilead will promptly commence a tender offer to acquire all of the outstanding shares of Immunomedics’ common stock at a price of $88.00 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 consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of outstanding Immunomedics shares, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. The acquisition is anticipated to close in the fourth quarter of 2020.

Gilead intends to use (i) the net proceeds from the floating rate notes, the 2023 fixed rate notes, the 2030 fixed rate notes and the 2040 fixed rate notes to finance a portion of the cash consideration payable in connection with the acquisition and to pay related fees and expenses and (ii) the net proceeds from the offering of the 2027 fixed rate notes and 2050 fixed rate notes to repay $1,000 million in aggregate principal amount of its 4.50% Senior Notes due 2021 and $1,250 million in aggregate principal amount of its 4.40% Senior Notes due 2021. If the acquisition is terminated or otherwise not consummated on or before September 13, 2021, Gilead will be required to redeem the floating rate notes, the 2023 fixed rate notes, the 2030 fixed rate notes and the 2040 fixed rate notes at a redemption price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest. The closing of the offering is not contingent on the closing of the tender offer or the acquisition.