Important note: Information in this article was accurate in 2002. The state of the art may have changed since the publication date.
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Wall Street Journal - December 4, 2002
The $6-a-share deal will be structured in two steps: a cash tender offer slated to close in the first half of 2003, followed by a cash merger for any remaining shares. Gilead's bid provides a 33% premium to Triangle's closing price Tuesday at $4.50 a share.
Gilead said the acquisition is expected to be dilutive to earnings per share in 2003 and neutral in 2004, before adding to earnings in 2005.
Triangle had revenue of $5.8 million last year.
Gilead next year aims to launch Coviracil, Triangle's once-daily antiviral pill for the treatment of HIV. Triangle, Durham, N.C., filed a New Drug Application for the drug with the Food and Drug Administration in September and expects to file a European application by the end of the year.
In addition to pursuing the commercialization of Coviracil as a single agent, Gilead said it will begin developing a co-formulation of its Viread, generically known as tenofovir, and Coviracil as a potential fixed-dose treatment for HIV.
For chronic hepatitis B, Triangle is evaluating Coviracil in Phase III studies and clevudine in Phase I/II studies. Gilead's hepatitis B treatment, Hepsera, is already commercially available.
Gilead said the acquisition is subject to the tender of a majority of Triangle's shares and antitrust clearance. Triangle's board has voted to recommend the deal to its shareholders.
In connection with the transaction, Gilead agreed to provide Triangle with $50 million of interim financing in exchange for a convertible note. Up to $30 million of this loan may be waived under certain circumstances.
Gilead doesn't anticipate any changes to its board or senior management as a result of the acquisition. Goldman Sachs & Co. is acting as financial adviser to Gilead, and Banc of America Securities LLC is representing Triangle.
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