Gilead Sciences Completes Tender Offer for All Outstanding Shares of Pharmasset, Inc.
January 12 2012 - 1:25AM
Business Wire
Gilead Sciences, Inc. (Nasdaq:GILD) today announced the
successful completion of the tender offer by its wholly-owned
subsidiary, Royal Merger Sub II Inc. (“Merger Sub II”), for all of
the outstanding shares of common stock of Pharmasset, Inc.
(Nasdaq:VRUS) at a price of $137 per share, net to the seller in
cash (less any required withholding taxes and without interest).
BNY Mellon Shareowner Services, the depositary for the tender
offer, has advised Gilead that, as of 12:00 midnight, New York City
time, on January 12, 2012, the initial expiration of the tender
offer, approximately 72,041,926 shares were validly tendered and
not withdrawn in the tender offer, representing approximately 95%
of Pharmasset’s currently outstanding shares (including 5,529,352
shares delivered through Notices of Guaranteed Delivery,
representing approximately 7% of the shares outstanding). Gilead
has accepted for payment all shares validly tendered and not
withdrawn and will promptly pay for such shares.
Merger Sub II will acquire all of the remaining outstanding
shares of Pharmasset common stock by means of a merger under
Delaware law. As a result of the purchase of shares in the tender
offer, Merger Sub II has sufficient voting power to approve the
merger without the affirmative vote of any other Pharmasset
stockholder. In order to accomplish the merger as a “short-form”
merger, Merger Sub II currently intends to exercise its “top-up”
option pursuant to the merger agreement, which permits Merger Sub
II to purchase additional shares of common stock of Pharmasset
directly from Pharmasset for $137 per share (the same purchase
price paid in the offer). Following the merger, Pharmasset will
become a wholly-owned subsidiary of Gilead, and each share of
Pharmasset’s outstanding common stock will be cancelled and
converted into the right to receive the same consideration, without
interest, received by holders who tendered in the tender offer.
Thereafter, Pharmasset common stock will cease to be traded on the
NASDAQ Global Select Market.
About Pharmasset
Pharmasset is a clinical-stage pharmaceutical company committed
to discovering, developing and commercializing novel drugs to treat
viral infections. Pharmasset’s primary focus is the development of
oral therapeutics for the treatment of hepatitis C virus (HCV)
infection. Pharmasset’s research and development efforts are
focused on nucleoside/tide analogs, a class of compounds which act
as alternative substrates for the viral polymerase, thus inhibiting
viral replication.
About Gilead Sciences
Gilead Sciences is a biopharmaceutical company that discovers,
develops and commercializes innovative therapeutics in areas of
unmet medical need. Gilead’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.
Forward-Looking
Statements
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 Gilead. Forward-looking statements include, without
limitation, statements regarding business combination and similar
transactions, prospective performance and opportunities and the
outlook for the companies’ businesses, including, without
limitation, the ability of Gilead to advance Pharmasset’s product
pipeline or develop an all-oral antiviral regimen for HCV,
performance and opportunities and regulatory approvals, the
anticipated timing of data from clinical data; the possibility of
unfavorable results of the companies’ clinical trials; filings and
approvals relating to the transaction; the expected timing of the
completion of the transaction; the ability to complete the
transaction considering the various closing conditions; and any
assumptions underlying any of the foregoing. 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: uncertainties as to the timing
of the tender offer and merger; the possibility that various
closing conditions for the transaction may not be satisfied or
waived; 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; transaction costs; actual or contingent
liabilities; and other risks and uncertainties detailed from time
to time in Gilead’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2011, as filed with the U.S. Securities and
Exchange Commission. All forward-looking statements are based on
information currently available to Gilead, and Gilead assumes no
obligation to update any such forward-looking statements.
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