Press Release March 02, 2020

Forty Seven to be Acquired by Gilead for $4.9 Billion

The M&A and Life Sciences teams advised Centerview Partners LLC in its role as the exclusive financial advisor to Forty Seven (Nasdaq: FTSV) which has entered into a definitive agreement with Gilead Sciences, Inc. (Nasdaq: GILD) to be acquired by for $95.50 per share in cash. The transaction, which values Forty Seven at approximately $4.9 billion, was unanimously approved by both the Gilead and Forty Seven Boards of Directors and is anticipated to close during the second quarter of 2020, subject to regulatory approvals and other customary closing conditions.

Under the terms of the merger agreement, a wholly-owned subsidiary of Gilead will promptly 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. The tender offer is not subject to a financing condition.

Centerview Partners is a leading independent investment banking and advisory firm. The firm provides advice on mergers and acquisitions, financial restructurings, valuation, and capital structure to companies, institutions and governments. Since the founding of Centerview in 2006, the firm has advised on nearly $3 trillion of transactions.

Forty Seven, Inc. is a clinical-stage immuno-oncology company that is developing therapies targeting cancer immune evasion pathways and specific cell targeting approaches based on technology licensed from Stanford University. Forty Seven’s lead program, magrolimab, is a monoclonal antibody against the CD47 receptor, a “don’t eat me” signal that cancer cells commandeer to avoid being ingested by macrophages.

The Goodwin team was led by partners Stuart Cable, James Matarese and Blake Liggio.

For additional details on the acquisition, please read the press release.