Gilead Sciences, a biopharmaceutical company based in Foster City, Calif., has signed a definitive agreement to acquire YM BioSciences, a drug development company based in Canada, for $2.95 per share in cash. 

The transaction has received the unanimous approval of YM's board of directors, and values YM at approximately $510 million, with YM reporting $127 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.

Upon closing of the proposed transaction, shareholders of YM will receive $2.95 per common share in cash, and holders of warrants and stock options will receive a cash payment equal to the difference between $2.95 and the exercise price of such warrant or stock option. The transaction will require the approval of YM shareholders at a special meeting of YM shareholders.  In addition, 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. The approval of Gilead shareholders is not required in connection with the proposed transaction.

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 I/II 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 III 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, CSO and executive vice president of R&D, Gilead. "Based on promising phase II 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 III study as quickly as possible and to exploring its potential in other myeloproliferative diseases with significant unmet medical need."

BofA Merrill Lynch and Bloom Burton & Co. serve as financial advisors, and Gowling Lafleur Henderson, Heenan Blaikie and Dorsey & Whitney 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.