SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRIANGLE PHARMACEUTICALS, INC.
(Name of Subject Company)
TRIANGLE PHARMACEUTICALS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
89589H 10 4 (COMMON STOCK)
(CUSIP Number of Class of Securities)
ANDREW FINKLE
GENERAL COUNSEL
TRIANGLE PHARMACEUTICALS, INC.
4 UNIVERSITY PLACE
4611 UNIVERSITY DRIVE
DURHAM, NORTH CAROLINA 27707
(919) 493-5980
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Gerald Roach, Esq.
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan L.L.P.
2500 First Union Capitol Center
Raleigh, North Carolina 27601
(919) 821-1220
C. William Baxley, Esq.
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303
(404) 572-4600
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer
[LETTERHEAD OF GILEAD]
GILEAD CONTACTS: TRIANGLE CONTACTS:
Susan Hubbard, Investors Daniel G. Welch
(650) 522-5715 (919) 402-1111
Amy Flood, Media R. Andrew Finkle
(650) 522-5643 (919) 493-5980
FOR IMMEDIATE RELEASE
GILEAD SCIENCES TO ACQUIRE TRIANGLE PHARMACEUTICALS FOR $464 MILLION
GILEAD TO LAUNCH COVIRACIL(R) IN 2003
WILL DEVELOP CO-FORMULATION OF VIREAD(R) AND COVIRACIL
FOSTER CITY, CA AND DURHAM, NC, DECEMBER 4, 2002 -- Gilead Sciences, Inc.
(Nasdaq: GILD) and Triangle Pharmaceuticals, Inc. (Nasdaq: VIRS) today announced
that they have signed a definitive agreement under which Gilead plans to acquire
Triangle. The transaction has been structured as a two-step acquisition
comprised of a cash tender offer for all of the outstanding Triangle common
stock at $6.00 per share, followed by a cash merger in which Gilead would
acquire any remaining outstanding Triangle common stock at $6.00 per share. The
value of the transaction is approximately $464 million. The deal is expected to
be dilutive to earnings in 2003, neutral in 2004 and accretive in 2005 and
beyond. The tender offer is subject to various conditions, including the tender
of at least a majority of the shares of Triangle common stock in the tender
offer and the receipt of clearance under the Hart-Scott-Rodino Antitrust
Improvements Act. Gilead and Triangle expect the tender offer to close in the
first half of 2003.
"As a company dedicated to advancing therapeutics against life-threatening
infectious diseases, Gilead has a strong scientific and strategic rationale for
the acquisition of Triangle. Our focus in infectious diseases has enabled us to
successfully launch Viread(R) (tenofovir disoproxil fumarate) and Hepsera(TM)
(adefovir dipivoxil) in the United States within the span of one year. We
believe Triangle's product portfolio offers important synergies and
opportunities for growth while allowing us to leverage the infrastructure,
capabilities and relationships with HIV and hepatitis B-treating physicians that
we have built around the world," commented John C. Martin, PhD, President and
CEO, Gilead Sciences. "Together, our combined organization is well positioned to
successfully launch Coviracil(R) (emtricitabine, FTC) into the competitive HIV
marketplace."
"The Triangle team has built a portfolio of products with great potential for
patients suffering from HIV disease and chronic hepatitis B," said Daniel G.
Welch, Chairman and CEO, Triangle Pharmaceuticals. "Gilead has recognized this
potential and brings the experience of its team to ours, allowing us to more
fully realize the potential of Coviracil and our other compounds in development.
This transaction validates the oustanding accomplishments and the value created
by the Triangle team."
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December 4, 2002 Page 2
STRENGTHENED ANTIVIRAL FRANCHISE
Triangle's pipeline of products includes the antiviral Coviracil, a one pill,
once daily nucleoside analogue for the treatment of HIV and for which Triangle
filed a New Drug Application with the U.S. Food and Drug Administration in
September 2002. Triangle expects to file a Marketing Authorisation Application
in Europe before the end of the year. In addition to pursuing the
commercialization of Coviracil as a single agent, Gilead plans to immediately
initiate development of a co-formulation of Viread and Coviracil as a potential
fixed-dose combination treatment for patients with HIV. Coviracil also is being
evaluated in a Phase III study for patients with chronic hepatitis B. The
Triangle portfolio includes amdoxovir (DAPD), a nucleoside analogue in Phase II
clinical studies for the treatment of HIV, and clevudine (L-FMAU), a nucleoside
analogue in Phase I/II studies for the treatment of chronic hepatitis B.
Gilead's current product portfolio includes six commercially available products,
four of which are antivirals. These include Viread for the treatment of HIV,
marketed exclusively by Gilead; Hepsera for the treatment of chronic hepatitis
B, for which Gilead has retained rights in the United States, Canada, Europe,
Australia and New Zealand and for which GlaxoSmithKline has licensed rights in
Asia, Latin America and select other territories; Vistide(R) (cidofovir
injection) for the treatment of cytomegalovirus retinitis, marketed in the
United States by Gilead and internationally by Pharmacia Corporation; and
Tamiflu(R) (oseltamivir phosphate) for the treatment and prevention of
influenza, marketed worldwide by Hoffmann-La Roche. Gilead also markets
AmBisome(R) (amphotericin B) liposome for injection internationally and with
Fujisawa Healthcare in the United States and markets DaunoXome(R) (daunorubicin
citrate liposome injection) worldwide.
TERMS OF THE TRANSACTION
The definitive agreement provides that Gilead will commence a two-step
acquisition comprised of a cash tender offer for all outstanding Triangle common
stock at $6.00 per share, followed by a cash merger in which Gilead would
acquire any remaining outstanding Triangle common stock at $6.00 per share. Upon
completion of the second-step merger, Triangle will become a wholly owned
subsidiary of Gilead. In connection with this transaction, Gilead is providing
to Triangle $50 million of interim financing for working capital needs in
exchange for a convertible note. Up to $30 million of this loan may become
forgivable under certain circumstances.
The Board of Directors of Triangle has voted to recommend the tender offer and
the merger to its stockholders. Gilead does not anticipate any changes to its
Board of Directors or senior management team as a result of the transaction.
Goldman, Sachs & Co. is acting as financial advisor to Gilead; Banc of America
Securities LLC is representing Triangle.
CONFERENCE CALL
Gilead will host a conference call today, December 4, 2002, at 9:00 a.m. Eastern
Time. To access the live call, please dial 1-800-967-7185 (U.S.) or
1-719-457-2634 (international). Telephone replay is available approximately one
hour after the call through 7:00 p.m. Eastern Time, December 7, 2002. To access,
please call 1-888-203-1112 (U.S.) or 1-719-457-0820 (international). The
conference ID number is 366111. The information provided on the teleconference
is only accurate at the time of the conference call, and Gilead will take no
responsibility for providing updated information.
ABOUT TRIANGLE PHARMACEUTICALS
Triangle Pharmaceuticals, Inc. is a specialty pharmaceutical company engaged in
the development of new antiviral drug candidates, with a particular focus on
therapies for the human immunodeficiency virus (HIV) and the hepatitis B virus.
Triangle's proprietary drug candidates under development for HIV and/or
hepatitis B include Coviracil(R) (emtricitabine), amdoxovir (formerly DAPD) and
clevudine (formerly L-FMAU).
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December 4, 2002 Page 3
ABOUT GILEAD SCIENCES
Gilead Sciences is a biopharmaceutical company that discovers, develops and
commercializes therapeutics to advance the care of patients suffering from
life-threatening diseases worldwide. The company has six marketed products and
focuses its research and clinical programs on anti-infectives. Headquartered in
Foster City, CA, Gilead has operations in the United States, Europe and
Australia.
This press release contains forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, that are subject to risks,
uncertainties and other factors that could cause actual results to differ
materially from those referred to in the forward-looking statements. These risks
include the risk to both companies that the acquisition of Triangle by Gilead
contemplated in the definitive acquisition agreement will not be consummated. In
addition, statements in this press release relating to the expected benefits of
the contemplated acquisition are subject to the risk that the products and
employees of Gilead and Triangle will not be integrated successfully, that
Triangle's products in development will not receive regulatory approvals or
market acceptance, risks associated with Gilead's ability to develop a
co-formulation of Viread and Coviracil, and the general risks associated with
the respective businesses of Gilead and Triangle as described in the reports and
other documents filed by each of them with the Securities and Exchange
Commission. The reader is cautioned not to rely on these forward-looking
statements. All forward-looking statements are based on information currently
available to Gilead and Triangle, and neither Gilead nor Triangle assumes any
obligation to update any forward-looking statement or other statement included
in this press release.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Triangle shares. The tender offer will only be made through an offer to
purchase, letter of transmittal and related tender offer materials. At the time
the expected tender offer is commenced, Gilead will file these tender offer
materials with the Securities and Exchange Commission and Triangle will file a
solicitation/recommendation statement with respect to the offer. The tender
offer materials and the solicitation/recommendation statement will contain
important information. Stockholders are urged to read this information carefully
before making any decisions about the tender offer. The tender offer materials,
certain other offer materials, and the solicitation/recommendation statement
will be sent free of charge to all stockholders of Triangle. All of these
materials will also be available free of charge at the SEC's website at
www.sec.gov.
# # #
FOR MORE INFORMATION ON GILEAD SCIENCES, PLEASE CALL THE GILEAD PUBLIC
AFFAIRS DEPARTMENT AT 1-800-GILEAD-5 (1-800-445-3235)
OR VISIT WWW.GILEAD.COM.
FOR MORE INFORMATION ON TRIANGLE PHARMACEUTICALS, PLEASE CALL 1-919-493-5980
OR VISIT WWW.TRIPHARM.COM.