Gilead Sciences to Acquire YM BioSciences

  Gilead Sciences to Acquire YM BioSciences

- Adds Selective JAK Inhibitor to Growing Oncology and Inflammation Pipeline -

Business Wire

FOSTER CITY, Calif. & MISSISSAUGA, Ontario -- December 12, 2012

Gilead Sciences, Inc. (Nasdaq: GILD) and YM BioSciences Inc. (NYSE MKT: YMI,
TSX: YM) announced today that the companies have signed a definitive agreement
under which Gilead will acquire YM for U.S.$2.95 per share in cash. The
transaction has received the unanimous approval of YM’s Board of Directors,
and values YM at approximately U.S.$510 million, with YM reporting C$125.5
million in cash and cash equivalents as of September 30, 2012. Gilead plans to
fund the acquisition with cash on hand. The transaction is expected to close
in the first quarter of 2013.

YM’s lead drug candidate, CYT387, is an orally-administered, once-daily,
selective inhibitor of the Janus kinase (JAK) family, specifically JAK1 and
JAK2. The JAK enzymes have been implicated in a number of disorders including
myeloproliferative diseases, inflammatory disorders and certain cancers. YM
has reported positive results from a Phase 1/2 clinical trial of CYT387 in 166
patients with myelofibrosis, a life-threatening myeloproliferative disease.
Pending completion of the acquisition, Gilead intends to initiate a pivotal
Phase 3 clinical trial of CYT387 in myelofibrosis in the second half of 2013.

“This acquisition represents an opportunity to add a complementary clinical
program in the area of hematologic cancers to our growing oncology portfolio,”
said Norbert W. Bischofberger, PhD, Gilead’s Executive Vice President,
Research and Development and Chief Scientific Officer. “Based on promising
Phase 2 data, we believe CYT387 could provide important clinical benefit for
patients with myelofibrosis, including potential improvements with regard to
anemia and decreased dependence on blood transfusions. We look forward to
advancing CYT387 into a Phase 3 study as quickly as possible and to exploring
its potential in other myeloproliferative diseases with significant unmet
medical need.”

Myelofibrosis is a progressive, chronic bone marrow disorder in which the
marrow is replaced by fibrous scar tissue, making it difficult for the bone
marrow to sufficiently produce blood cells, leading to anemia (low red blood
cell count) and thrombocytopenia (low blood platelet count), severe
constitutional symptoms and spleen enlargement. JAK inhibitors modulate
cytokine-stimulated intracellular signalling and decrease the circulating
levels of proinflammatory cytokines associated with the pathogenesis of
myelofibrosis.

“This agreement represents a positive outcome both for myelofibrosis patients
and for our shareholders. Gilead has the research and development capabilities
and the resources needed to more fully realize the potential of CYT387 as a
therapeutic advance for myelofibrosis patients and potentially for other
indications,” said Dr.Nick Glover, President and CEO of YM.

“Since our acquisition of CYT387 nearly three years ago, YM has made great
progress in advancing CYT387 through the clinical, regulatory, manufacturing
and business development processes. While Gilead's acquisition will end a
long, varied and interesting journey for YM, we are pleased to have this
transaction crystallize the present value of thisimportanttherapeutic
candidate,” said Mr. David Allan, Chairman of YM.

In recent years, Gilead has sought to expand its R&D expertise in the area of
oncology through the appointment of leading cancer researchers and clinicians,
the establishment of external scientific partnerships and through strategic
acquisitions. Gilead’s lead compound in oncology, idelalisib (formerly
referred to as GS-1101), is an investigational, first-in-class specific
inhibitor of the phosphoinositide-3 kinase (PI3K) delta isoform. Five Phase 3
studies of idelalisib in chronic lymphocytic leukemia (CLL) and indolent
non-Hodgkin’s lymphoma (iNHL) are progressing.

Gilead is also conducting Phase 2 clinical trials of simtuzumab (formerly
referred to as GS-6624), an investigational monoclonal antibody (mAb)
candidate targeting the human lysyl oxidase-like 2 (LOXL2) protein, in
myelofibrosis, colorectal cancer, pancreatic cancer and certain fibrotic
diseases.

CYT387, idelalisib and simtuzumab are investigational products and their
safety and efficacy have not yet been established.

Terms of the Transaction

Under the terms of the agreement, upon closing of the proposed transaction,
shareholders of YM will receive U.S.$2.95 per common share in cash, and
holders of warrants and stock options will receive a cash payment equal to the
difference between U.S.$2.95 and the exercise price of such warrant or stock
option. The proposed transaction will be completed through a plan of
arrangement under the provisions of the Companies Act (Nova Scotia).

The transaction will require the approval of YM shareholders at a special
meeting of YM shareholders, to be held as soon as reasonably practicable and
in any event on or before February 11, 2013. In addition to YM’s shareholder
approval, closing of the transaction is subject to the satisfaction of certain
other customary conditions, including court approval of the transaction, and
applicable government and regulatory approvals, including expiration or
termination of the waiting period under the United States Hart Scott Rodino
Antitrust Improvements Act, and the review period under the Competition Act
(Canada). The approval of Gilead shareholders is not required in connection
with the proposed transaction.

The arrangement agreement contains customary non-solicitation provisions, but
permits YM, in certain circumstances, to terminate the arrangement and accept
an unsolicited superior proposal, subject to fulfilling certain conditions.

BofA Merrill Lynch and Bloom Burton & Co. serve as financial advisors, and
Gowling Lafleur Henderson LLP, Heenan Blaikie LLP and Dorsey & Whitney LLP
serve as legal advisors to YM in connection with the transaction. Gilead is
advised by Wilson Sonsini Goodrich & Rosati, Professional Corporation and
Blake Cassels and Graydon LLP.

About YM

YM BioSciences Inc.is a drug development company primarily focused on
advancing CYT387, an orally administered inhibitor of both the JAK1 and JAK2
kinases, which have been implicated in a number of hematological and immune
cell disorders including myeloproliferative neoplasms and inflammatory
diseases as well as certain cancers. Positive interim results have been
reported from a Phase 1/2 trial of CYT387 in 166 patients with myelofibrosis.
In addition, YM has several preclinical programs underway with candidates from
its library of novel compounds identified through internal research conducted
at YM BioSciences Australia.

About Gilead Sciences

Gilead Sciences is a biopharmaceutical company that discovers, develops and
commercializes innovative therapeutics in areas of unmet medical need. The
company’s mission is to advance the care of patients suffering from
life-threatening diseases worldwide. Headquartered in Foster City, California,
Gilead has operations in North America, Europe and Asia Pacific.

YM Forward-Looking Statement

This press release may contain forward-looking statements, which reflect YM’s
current expectation regarding future events. These forward-looking statements
involve risks and uncertainties that may cause actual results, events or
developments to be materially different from any future results, events or
developments expressed or implied by such forward-looking statements. Such
factors include, but are not limited to, shareholder approval of the proposed
Arrangement; YM’s ability to obtain court, regulatory, and other approvals in
connection with the proposed Arrangement; uncertainties as to the timing of
the Arrangement; the satisfaction of the conditions precedent to the
completion of the Arrangement, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the
Arrangement; changing market conditions; the successful and timely completion
of clinical studies; the establishment of corporate alliances; the impact of
competitive products and pricing; new product development; uncertainties
related to the regulatory approval process or the ability to obtain drug
product in sufficient quantity or at standards acceptable to health regulatory
authorities to complete clinical trials or to meet commercial demand; and
other risks detailed from time to time in YM’s ongoing quarterly and annual
reporting. Except as required by applicable securities laws, YM undertakes no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

Gilead Forward-Looking Statement

This press release includes forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that are subject to
risks, uncertainties and other factors. All statements other than statements
of historical fact are statements that could be deemed forward-looking
statements, including all statements regarding the intent, belief or current
expectation of the companies' and members of their senior management team.
Forward-looking statements include, without limitation, the ability of Gilead
to advance YM's product pipeline, including CYT387, the possibility that
Gilead will be unable to initiate a Phase 3 trial of CYT387 in myelofibrosis
as currently anticipated; the possibility of unfavorable results of clinical
trials of CYT387, idelalisib and simtuzumab; the expected timing of the
completion of the transaction; and the ability to complete the transaction
considering the various closing conditions, including that a governmental
entity may prohibit, delay or refuse to grant approval for the consummation of
the transaction. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on these
forward-looking statements. Actual results may differ materially from those
currently anticipated due to a number of risks and uncertainties. Risks and
uncertainties that could cause the actual results to differ from expectations
contemplated by forward-looking statements include: the effects of the
transaction on relationships with employees, customers, other business
partners or governmental entities; other business effects, including the
effects of industry, economic or political conditions outside of the
companies' control; actual or contingent liabilities; and other risks and
uncertainties detailed from time to time in Gilead’s Report on Form 10-Q and
for the quarter ended September 30, 2012. All forward-looking statements are
based on information currently available to Gilead, and Gilead assumes no
obligation to update any such forward-looking statements.

Additional Information and Where to Find It

Further information regarding the transaction will be contained in an
information circular that YM will prepare and mail to its shareholders in
connection with the YM shareholders’ meeting, with closing expected to occur
in the first quarter of 2013. YM shareholders are urged to read the
information circular once it becomes available, as it will contain important
information concerning the proposed transaction. YM shareholders may obtain a
copy of the arrangement agreement, information circular, and other meeting
materials when they become available at www.sec.gov and www.sedar.com.

This press release is for informational purposes only. It does not constitute
an offer to purchase shares of YM or a solicitation or recommendation
statement under the rules and regulations of the United States Securities and
Exchange Commission or other applicable laws.

For more information on Gilead Sciences, please visit the company’s website at
                               www.gilead.com,

 follow Gilead on Twitter (@GileadSciences) or call Gilead Public Affairs at
                                1-800-GILEAD-5

                              or 1-650-574-3000.

For more information on YM BioSciences, please visit the company’s website at
    www.ymbiosciences.com or contact James Smith, VP Corporate Affairs at
                   905.361.9518 or jsmith@ymbiosciences.com

Contact:

Gilead
Patrick O’Brien, 650-522-1936 (Investors)
Nathan Kaiser, 650-522-1853 (Media)
or
YM BioSciences
James Smith, 905-361-9518
VP Corporate Affairs
jsmith@ymbiosciences.com
 
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