Gilead Sciences has agreed to acquire Forty Seven, Inc. a clinical-stage immuno-oncology company, for $95.50 per share in cash or $4.9 billion.

Forty Seven’s lead investigational lead product candidate is magrolimab, a monoclonal antibody in clinical development for the treatment of several cancers, including myelodysplastic syndrome, acute myeloid leukemia, and diffuse large B-cell lymphoma. The investigational therapy targets CD47, a protein found of the surface of certain cells that acts as a so-called “don’t eat me” signal that allows cancer cells to avoid destruction, thereby permitting the patient’s own immune system to engulf and eradicate those cancer cells.

Under the terms of the agreement, a wholly owned subsidiary of Gilead will commence a tender offer to acquire all of the outstanding shares of Forty Seven’s common stock at a price of $95.50 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 in the tender offer. Consummation of the tender offer is subject to a minimum tender of at least a majority of outstanding Forty Seven shares plus Forty Seven shares underlying vested options, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. Gilead plans to pay all cash consideration for the transaction. The tender offer is not subject to a financing condition.

The transaction was unanimously approved by both the Gilead and Forty Seven Boards of Directors. The transaction is anticipated to close during the second quarter of 2020, subject to regulatory approvals and other customary closing conditions.

Source: Gilead Sciences, Forty Seven, Inc.