Myogen - Gilead (M&A)

Myogen, Inc. (MYOG)
Gilead Sciences, Inc. (GILD)
$2.5B Two-Step Merger

Summary

Large biotech acquires late-stage development company

Two-step merger at $52.50 per share; $2.5B total
Tombstone ad
Background of the Offer

Announced 10.02.06

Closed 11.17.06

Advisors

Financial

GILD: Lazard
MYOG: Goldman Sachs

Legal

GILD: Kirkland & Ellis
MYOG: Cooley Godward

Deal Terms

Offer to purchase

Top-up option

Merger agreement §2.2
Offer to purchase summary At page 30

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Definition & Interpretations

1.1 Certain Definitions
1.2 Additional Definitions
1.3 Certain Interpretations

Article II The Offer

2.1 The Offer
2.2 Top-up Option
2.3 Company Actions
2.4 Company Board of Directors and Committees

Article III The Merger

3.1 The Merger
3.2 The Effective Time
3.3 The Closing
3.4 Effect of the Merger
3.5 Certificate of Incorporation and Bylaws
3.6 Directors and Officers
3.7 Effect on Capital Stock
3.8 Exchange of Certificates
3.9 No Further Ownership Rights in Company Common
Stock
3.10 Lost, Stolen or Destroyed Certificates
3.11 Taking of Necessary Action; Further Action

Article IV Representations and Warranties of the Company

4.1 Organization and Standing
4.2 No Subsidiaries
4.3 Authorization
4.4 Capitalization
4.5 Non-contravention; Required Consents
4.6 Sec Reports
4.7 Financial Statements
4.8 No Undisclosed Liabilities
4.9 Absence of Certain Changes
4.10 Material Contracts
4.11 Compliance With Legal Requirements
4.12 Permits
4.13 Litigation
4.14 Taxes
4.15 Environmental Matters
4.16 Employee Benefit Plans
4.17 Labor Matters
4.18 Real Property
4.19 Assets; Personal Property
4.20 Intellectual Property
4.21 Regulatory Matters
4.22 Insurance
4.23 Vote Required
4.24 Brokers
4.25 Opinion of Financial Advisor
4.26 State Anti-takeover Statutes

Article V Representations and Warranties of Parent
Purchaser

5.1 Organization
5.2 Authorization
5.3 Non-contravention; Required Consents
5.4 Litigation
5.5 Ownership of Company Capital Stock
5.6 Funds

Article VI Interim Conduct of Business

6.1 Affirmative Obligations of the Company
6.2 Negative Obligations of the Company

Article VII Additional Agreements

7.1 No Solicitation
7.2 Company Board Recommendation
7.3 Company Stockholders Meeting; Short-form Merger
7.4 Proxy Statement
7.5 Reasonable Efforts to Complete
7.6 Access
7.7 Notification
7.8 Certain Legal Proceedings
7.9 Public Disclosure
7.10 Company Options; Company ESPP
7.11 Company Warrants
7.12 Employee Matters
7.13 Indemnification and Insurance
7.14 Obligations of Purchaser
7.15 Resignation of Officers and Directors
7.16 Disclaimer of other Representations or Warranties

Article VIII Conditions to the Merger

8.1 Conditions

Article IX Termination

9.1 Prior to Acceptance Time
9.2 Before or After Acceptance and Prior to Effective Time
9.3 Notice of Termination; Effect of Termination
9.4 Fees and Expenses

Article X General Provisions

10.1 No Survival of Representations and Warranties
10.2 Notices
10.3 Amendment
10.4 Extension; Waiver
10.5 Assignment
10.6 Company Disclosure Schedule
10.7 Entire Agreement
10.8 Severability
10.9 Third Party Beneficiaries
10.10 Specific Performance
10.11 Other Remedies
10.12 Governing Law
10.13 Consent to Jurisdiction; Service of Process
10.14 Waiver of Jury Trial
10.15 Mutual Drafting
10.16 Counterparts; Facsimile Signatures

Other Agreements

Confidentiality agreement 5.19.06

Confidentiality agreement 8.03.06

SEC Filings

Schedule TO filings

Schedule TO 10.16.06

Exhibits

Amendment #1 10.26.06

HSR Act clearance

Amendment #2 11.02.06

Extends offer until 11.13.06

Amendment #3 11.14.06

Schedule 14D-9 filings

Schedule 14D-9 8.17.06

Letter to stockholders

Amendment #1 11.02.06

Amendment #2 11.14.06

// This display the document title in the html page document.write(document.title);