Exhibit 99.1
CONTACTS: SUSAN HUBBARD
INVESTOR RELATIONS
(650) 522-5715
SHERYL MEREDITH
MEDIA RELATIONS
(650) 522-5505
FOR IMMEDIATE RELEASE
GILEAD ACQUISITION OF NEXSTAR COMPLETED
NEW COMPANY POISED TO BECOME A GLOBAL LEADER
IN INFECTIOUS DISEASE & ONCOLOGY
FOSTER CITY, CA, JULY 29, 1999 - Gilead Sciences, Inc. (Nasdaq: GILD) and
NeXstar Pharmaceuticals, Inc. (Nasdaq: NXTR) today announced that the
stockholders of Gilead and NeXstar approved the merger transaction between
the two companies. The transaction closed today following approval by the
stockholders.
Under the terms of the agreement first announced on March 1, 1999, Gilead
acquired all of NeXstar's outstanding stock in a tax-free, stock-for-stock
transaction. NeXstar stockholders will receive 0.3786 of a share of Gilead
common stock for each share of NeXstar common stock. The exchange ratio of
0.3786 was based on the average closing price of Gilead Sciences common stock
from June 28 to July 26, 1999. Valued at $550 million in Gilead Sciences
stock, the transaction will be accounted for as a pooling of interests.
"The merger with NeXstar is a critical step in establishing an international
organization committed to providing accelerated treatment solutions for
infectious diseases and cancer," said John C. Martin, Ph.D., President and
Chief Executive Officer of Gilead Sciences. "We not only gain a new drug
delivery platform of proven liposomal technology, but the international
resources to fully realize the commercial potential of future products in our
combined pipeline. We look forward to the rapid and successful integration of
the NeXstar people, products and technology."
The combined organization will operate under the name Gilead Sciences, with
NeXstar subsidiaries operating at existing sites in the United States, Europe
and Australia. Gilead's current Board of Directors will serve as the board
for the merged company.
NEW SENIOR MANAGEMENT STRUCTURE
The senior management team for the combined company will be comprised of
eight individuals, reporting directly to John Martin. Two are from NeXstar:
Crispin G. S. Eley, Vice President, Pharmaceutical Operations; and Nicole
Onetto, Vice President, Medical Affairs. They join six members from Gilead:
Jeffrey W. Bird, Senior Vice President, Business Operations; Norbet W.
Bischofberger, Senior Vice President, Research; Howard S. Jaffe, Senior Vice
President, Drug Development; William A. Lee, Vice President, Pharmaceutical
Product Development; Mark L. Perry, Senior Vice President, Chief Financial
Officer and General Counsel; and Marsha Roberts, Vice President, Human
Resources.
Now that the merger is complete, Larry M. Gold, Ph.D., Chairman and Chief
Scientific Officer of NeXstar, and Michael E. Hart, Vice President and Chief
Financial Officer of NeXstar, will be leaving the Company to pursue other
opportunities. "I would like to commend Larry Gold and Mike Hart for the
significant role they each played in building NeXstar into a fully-integrated
pharmaceutical company with international operations," said Dr. Martin.
COMBINED COMPANY HAS PROVEN COMMERCIAL PRODUCTS AND BROAD PIPELINE
With the addition of two products from the NeXstar portfolio, Gilead Sciences
now has three products on the market worldwide. The combined portfolio
includes AmBisome-Registered Trademark- (liposomal amphotericin B), an
injectable treatment for serous 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.
Gilead has further strengthened its pipeline through the merger with NeXstar,
resulting in a portfolio that now includes seven investigational compounds in
various stages of clinical development. In June of this year, Gilead filed a
New Drug Application (NDA) to the U.S. Food and Drug Administration (FDA) for
adefovir dipivoxil 60 mg for the potential treatment of human
immunodeficiency virus (HIV). Also currently in review with the FDA is the
NDA for Tamiflu-TM- (oseltarnivir phosphate) (formerly known as GS 4104) for
the treatment of influenza. F. Hofmann-La Roche Ltd, Gilead's worldwide
development and marketing partner for this potential product, has also
recently filed for marketing authorization of Tamiflu in the European Union
under the centralized procedure. Additional candidates in human testing
include adefovir dipivoxil for hepatitis B virus infection (Phase III),
tenofovir disoproxil fumarate (formerly known as PMPA) for the treatment of
HIV (Phase II), MiKasome-Registered Trademark- (liposomal amikacin) for
serious bacterial infections (Phase I/II), NX 1838 for age-related macular
degeneration (Phase II) and NX211 (liposomal lurtotecan) for ovarian and lung
cancer (Phase I).
INTERNATIONAL BUSINESS EXPANDS GILEAD'S REACH
As a result of the merger, Gilead now has a proven international development
and commercialization team located in Europe and Australia, focused on the
distribution, marketing and sales of AmBisome and DaunoXome. This
organization is well positioned to market Gilead's future drug candidates in
Europe and Australia. NeXstar's U.S. sales and marketing team contributes
significant cancer and HIV experience to the combined company, in advance of
Gilead's potential launch of adefovir dipivoxil for HIV.
Gilead Sciences, headquartered in Foster City, CA, is an independent
biopharmaceutical company that seeks to provide accelerated treatment
solutions for patients and the people who care for them. The company
discovers, develops, manufactures and commercializes proprietary therapeutics
for challenging infectious diseases (viral, fungal and bacteria infections)
and cancer. Gilead maintains research, development or manufacturing
facilities in Foster City, CA, Boulder, CO, San Dimas, CA and Cambridge, UK,
and sales and marketing organizations in the United States, Europe and
Australia. Gilead common stock is traded on The Nasdaq Stock market under the
symbol GILD.