This Schedule 14D-9 filing consists of the following communications
related to the proposed acquisition of CymaBay Therapeutics, Inc., a Delaware corporation (the Company), pursuant to the terms of the Agreement and Plan of Merger, dated as of February 11, 2024 (the
Merger Agreement), by and among the Company, Gilead Sciences, Inc., a Delaware corporation (Parent), and Pacific Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of Parent (Purchaser):
(i) |
Email message to the Companys employees from Sujal Shah, President and Chief Executive Officer of the
Company, dated February 16, 2024 |
Additional Information and Where to Find It
The tender offer has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an
offer to sell securities of the Company, nor is it a substitute for any tender offer materials that Parent, Purchaser or the Company will file with the U.S. Securities and Exchange Commission (SEC). A solicitation and an offer to buy
securities of the Company will be made only pursuant to an offer to purchase and related materials that Parent and Purchaser intend to file with the SEC. At the time the tender offer is commenced, Parent and Purchaser will file a Tender Offer
Statement on Schedule TO with the SEC, and the Company thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANYS
STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related letter of transmittal and certain
other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be sent to all stockholders of the Company at no expense to them. The Tender Offer Statement on
Schedule TO, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents will be made available for free at the SECs website at www.sec.gov. Investors and securityholders may
also obtain, free of charge, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents that the Company has filed with or furnished to the SEC under the Investors &
Media section of the Companys website at www.cymabay.com.
Forward-Looking Statements
This Schedule 14D-9 filing contains forward-looking statements. These statements relate to future events
and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements expressed or implied
by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as may, will, could, expects, plans,
anticipates, believes, and similar expressions intended to identify forward-looking statements. These statements reflect the Companys current views with respect to future events and are based on assumptions
and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements include, without limitation, statements regarding the tender offer, the
subsequent merger and other related matters, prospective performance and opportunities, post-closing operations and the outlook for the businesses of the Company and Parent, including, without limitation, the ability of Parent to advance the
Companys product pipeline and successfully commercialize seladelpar; and any assumptions underlying any of the foregoing. The following are some of the factors that could cause actual future results to differ materially from those expressed in
any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the subsequent merger; (ii) the risk that the tender offer or the subsequent merger may not be completed in a timely manner or at all;
(iii) uncertainties as to the percentage of the Companys stockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the
possibility that any or all of the various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable
governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in
circumstances which would require the Company to pay a termination fee or other expenses; (vii) the effect of the announcement or