Gilead Sciences, Inc. (Gilead) completed its acquisition of YM BioSciences Inc. (YM) for US$2.95 per share in cash. Under the terms of the agreement, shareholders of YM are entitled to receive US$2.95 per common share in cash, and holders of warrants and stock options are entitled to receive a cash payment equal to the difference between US$2.95 and the exercise price of such warrant or stock option. The transaction was completed through a plan of arrangement under the provisions of the Companies Act (Nova Scotia).
YM was a drug development company primarily focused on advancing CYT387, an orally administered inhibitor of both the JAK1 and JAK2 kinases.
Gilead is a biopharmaceutical company that discovers, develops and commercializes innovative therapeutics in areas of unmet medical need. Headquartered in Foster City, California, Gilead has operations in North America, Europe and Asia Pacific.
Gilead was represented by in-house counsel Jason Okazaki and Brian Sander; Wilson Sonsini Goodrich & Rosati PC, with a team including Martin Korman, Denny Kwon, Zach Patton and Lawrence Lee (corporate/M&A) and Ian Edvalson, Farah Gerdes, Yang Yang and Norman Hovijitra (IP); Blake, Cassels & Graydon LLP, with a team led by Michael Gans and including Kevin Rusli and Julia Tomson (M&A); Paul Stepak and Jeffrey Shafer (tax); Jason Gudofsky and Jennifer Ju (regulatory); and Elizabeth Boyd and Holly Reid (employment and benefits); Hogan Lovells US LLP, with a team of Michele Harrington and Janet Durholz Ridge (regulatory); Morgan, Lewis & Bockius LLP, with a team led by Zaitun Poonja and David Calder (employment and benefits); and McInnes Cooper, with a team led by Suzan Frazer, Jamie Angus and Laurie Jones (M&A).
Heenan Blaikie LLP and Gowling Lafleur Henderson LLP acted as co-counsel for YM. The Heenan Blaikie team was led by Sonia Yung and included Alexandru Farcas, Grace Kim-Cho, Jennifer Lau and Ora Wexler (corporate finance and securities); Lia Chiarotto (employment) and Catherine Nicholson (tax); and the Gowlings team was led by Vanessa Grant and included Kathleen Keller-Hobson, Faran Umar-Khitab and Neeta Sahadev (corporate/securities); Gloria Geddes, Ash Gupta and Laura Monteith (tax); Ian Macdonald, Mark Nicholson and Mark Paciocco (competition); Anita Nador (IP/regulatory); Wendy Wagner (international trade); Kristine Robidoux and Sean Murphy (regulatory) and Tal Cyngiser (commercial). Stewart McKelvey acted as Nova Scotia counsel for YM with a team including Charles Reagh, Andrew Fraser and Sara Scott.
BofA Merrill Lynch and Bloom Burton & Co. served as financial advisors.