EXHIBIT 99.1
NeXstar Pharmaceuticals, Inc.
3035 Center Green Drive
Boulder, Colorado 80301
Contacts:
- ---------
Anna Sussman
Manager, Investor Relations
(303) 546-7875
Katy Doherty
Manager, Corporate Communications
(303) 546-7889
GILEAD SCIENCES AND NEXSTAR PHARMACEUTICALS TO MERGE
Creates biopharmaceutical company with worldwide presence
Establishes significant infectious disease and oncology product franchise
Capitalizes on extensive strategic and financial benefits
FOSTER CITY, CA, AND BOULDER, CO, MARCH 1, 1999 - Gilead Sciences, Inc. (Nasdaq:
GILD) and NeXstar Pharmaceuticals, Inc. (Nasdaq: NXTR) today announced a
definitive agreement whereby Gilead will acquire NeXstar in an all-stock,
tax-free pooling-of-interests transaction. Under the terms of the agreement,
NeXstar stockholders will receive 0.425 of a share of Gilead for each share of
NeXstar, subject to adjustment based on the trading range of Gilead stock prior
to completion of the merger.
"The merger of Gilead and NeXstar accelerates the formation of a global
organization to discover, develop and commercialize novel products that treat
infectious diseases and cancer," said John C. Martin, Ph.D., President and Chief
Executive Officer of Gilead Sciences, Inc. "The combined company will have three
commercial products with total annual revenue of over $100 million, a strong
pipeline, and the international infrastructure to introduce a number of
important near-term products. Gilead and NeXstar share a commitment to
inventiveness and to the delivery of advanced treatments for the most
challenging human diseases," Dr. Martin added.
"We are pleased to be joining forces with Gilead Sciences," said Larry M. Gold,
Ph.D., Chairman and Chief Scientific Officer of NeXstar Pharmaceuticals. "The
combined company will benefit from
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its many complementary programs and shared entrepreneurial spirit."
Gilead and NeXstar are both technology-focused, commercially-driven
biopharmaceutical companies. Both firms have built specialty sales forces and
have launched proprietary therapeutics. The new company, which will use the name
Gilead Sciences, Inc., will have a broad-based portfolio of anti-infective and
oncology products, including three approved products and seven candidates in
clinical development.
COMBINED COMPANY TO HAVE THREE MARKETED PRODUCTS
The three currently marketed products are AmBisome-Registered Trademark-
(liposomal amphotericin B), an injectable treatment for serious fungal
infections; DaunoXome-Registered Trademark- (daunorubicin citrate liposome
injection), an anticancer agent approved for the treatment of Kaposi's Sarcoma
in people with AIDS; and VISTIDE-Registered Trademark- (cidofovir injection), an
antiviral agent used to treat cytomegalovirus (CMV) retinitis in people with
AIDS.
NEXSTAR'S INTERNATIONAL BUSINESS TO EXPAND GILEAD'S REACH
NeXstar has built an international development and commercialization team of 135
people in Europe and Australia, focusing on the distribution, marketing and
sales of AmBisome and DaunoXome. This organization is similar in design to one
that Gilead had planned to build beginning this year. NeXstar's international
organization is well positioned to launch Gilead's products for HIV and HBV in
Europe and Australia.
"NeXstar's international organization is particularly attractive to Gilead
because of its efficient size, specialty focus and track record of market
leadership," John Martin said. "As part of Gilead, the 135 people in NeXstar's
international business will accelerate Gilead's readiness to introduce
PREVEON-Registered Trademark- (adefovir dipivoxil) for HIV."
SEVEN PRODUCT CANDIDATES IN DEVELOPMENT
Two development-stage products, Gilead's PREVEON for the potential treatment of
HIV and GS 4104 for the potential treatment of viral influenza, will be
submitted in 1999 to the U.S. Food and Drug Administration for marketing
approval. Gilead and F. Hoffmann-La Roche Ltd. are jointly developing GS 4104.
Additional candidates in human testing include Gilead's adefovir dipivoxil for
hepatitis B virus infection, which will begin a multinational program of Phase
III studies shortly and PMPA, which is in Phase II studies for the treatment of
HIV. NeXstar's currently approved product, DaunoXome, is in development for the
potential treatment of leukemia and lymphoma. NeXstar's pipeline includes:
MiKasome-Registered Trademark- (liposomal amikacin), a liposomal formulation of
the antibiotic amikacin in development for complicated
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bacterial infections, particularly those that are non-responsive to traditional
antibiotics; NX 1838 for age-related macular degeneration; and NX 211, a
liposomal formulation of the anti-cancer drug lurtotecan in development under
exclusive license from Glaxo Wellcome.
COMMITMENT TO TECHNOLOGY-DRIVEN RESEARCH AND DEVELOPMENT
The merger of Gilead and NeXstar will bring together two innovative research and
development programs, focused on the discovery and development of product
candidates for the treatment of serious diseases including infectious diseases
and cancer. The research and development activities will be based at four sites:
Foster City, California; Boulder, Colorado; San Dimas, California; and
Cambridge, England.
Immediately following the merger, the Gilead and NeXstar senior management teams
will work closely together to ensure efficient and optimal integration of the
two companies. The five members of the NeXstar Management Committee will join
the Gilead Operating Group.
TRANSACTION TERMS AND CONDITIONS
Under the terms of the merger agreement, Gilead will exchange 0.425 of a share
of Gilead stock for each share of NeXstar stock. The fixed exchange ratio of
0.425 is applicable for a range of Gilead stock prices from $36.47 to $45.88 per
share, based on the average closing price over the period of 20 trading days
ending on the third trading day prior to the NeXstar stockholder meeting. If the
Gilead average closing price over this period exceeds $45.88 per share, then the
exchange ratio would adjust to provide a fixed value to NeXstar stockholders of
$19.50 per share until Gilead's average closing price reaches or exceeds $51.50,
at which point the exchange ratio fixes at 0.379. If the Gilead average closing
price over this period is less than $36.47 per share, then the exchange ratio
would adjust to provide a fixed value to NeXstar's stockholders of $15.50 per
share to a minimum Gilead average closing price of $31.00 per share, at which
point the exchange ratio fixes at 0.500.
Based on the average closing Gilead stock price for the 20-day period ending
February 26, 1999 of $41.13, NeXstar stockholders would receive $17.48 in value
for each share of NeXstar stock. At this NeXstar price, the total valuation of
the transaction would be approximately $550 million, including outstanding
options and convertible debentures and adjusting for net debt. The transaction
is expected to be accretive to Gilead's earnings beginning in 1999.
The transaction is subject to approval of the stockholders of Gilead and
NeXstar, and clearance under the Hart-Scott-Rodino Antitrust Improvements Act,
and is expected to be completed by early summer. J.P. Morgan & Co. is acting as
Gilead Sciences'
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financial advisor; Morgan Stanley & Co. Incorporated is representing NeXstar
Pharmaceuticals.
Previously, NeXstar announced a potential spin-off of its research programs,
which if completed would have created a new company to be known as Iterex
Technologies, Inc. Pending the completion of the Gilead and NeXstar merger, this
research spin-off will not occur and NeXstar's research programs will remain
part of the new company.
NEXSTAR PHARMACEUTICALS
NeXstar Pharmaceuticals, Inc., headquartered in Boulder, Colorado, is engaged in
the discovery, development, manufacture and commercialization of products to
treat serious and life-threatening illnesses. NeXstar maintains additional
research, development, and manufacturing facilities in San Dimas, CA, and
marketing subsidiaries worldwide.
GILEAD SCIENCES
Gilead Sciences is an independent biopharmaceutical company that seeks to
provide accelerated solutions for patients and the people who care for them. The
Company discovers, develops and commercializes proprietary therapeutics for
important viral diseases, including a currently marketed product for the
treatment of CMV retinitis, a sight-threatening viral infection in patients with
AIDS. In addition, the Company is developing products to treat diseases caused
by HIV, hepatitis B virus and influenza virus. Gilead common stock is traded on
The Nasdaq Stock Market under the symbol GILD.
This press release includes forward-looking statements that are subject to
risks, uncertainties and other factors that could cause actual results to differ
materially from those referred to in the forward-looking statements. Statements
in this press release relating to the consummation of the contemplated merger
are subject to the possibility that one or more of the conditions to the closing
of the contemplated merger might not be satisfied, including the possibility
that required regulatory approvals will not be obtained or that the stockholders
of NeXstar or Gilead will not approve the merger. In addition, statements in
this press release relating to the expected benefits of the contemplated merger
are subject to the risk that expected synergies will not be achieved and that
the operations, products and employees of Gilead and NeXstar will not be
integrated successfully, and to the general risks associated with the respective
businesses of Gilead and NeXstar as described in the reports and other documents
filed by each of them with the Securities and Exchange Commission. Neither
Gilead nor NeXstar is obligated to update any forward-looking statement or other
statement included in this press release. Further information regarding the
contemplated merger and regarding Gilead and NeXstar will be set forth in
Gilead's and NeXstar's Proxy
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Statement and Gilead's Registration Statement on Form S-4 relating to the
contemplated merger.
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Additional contacts:
Gilead Sciences, Inc. NeXstar Pharmaceuticals, Inc.
John Martin Lawrence Gold
President and Chairman of the Board
Chief Executive Officer and Chief Scientific Officer
(650) 574-3000 (303) 444-5893
Mark Perry Michael Hart
Senior Vice President and Vice President and
Chief Financial Officer Chief Financial Officer
(650) 574-3000 (303) 444-5893
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