Gilead Sciences Completes Acquisition of Pharmasset, Inc.
January 17 2012 - 5:00PM
Business Wire
Gilead Sciences, Inc. (Nasdaq: GILD) today announced the
completion of the previously announced transaction for Royal Merger
Sub II Inc., a wholly-owned subsidiary of Gilead (“Merger Sub II”),
to acquire Pharmasset, Inc. (Nasdaq: VRUS) for $137 per share in
cash, or approximately $11.2 billion in the aggregate.
On November 21, 2011, Gilead and Pharmasset announced that
Pharmasset, Gilead and Royal Merger Sub Inc., a wholly-owned
subsidiary of Gilead (“Merger Sub”), had signed a definitive merger
agreement pursuant to which a tender offer would be made. Pursuant
to the merger agreement, Gilead, Merger Sub and Merger Sub II
commenced a tender offer on December 6, 2011 to acquire all
outstanding shares of Pharmasset at a price of $137 per share, net
to the seller in cash (less any required withholding taxes and
without interest). On January 12, 2012, Gilead announced that it
had successfully completed the tender offer for all outstanding
shares of common stock of Pharmasset and had accepted for payment
all shares validly tendered and not withdrawn as of the expiration
time of the tender offer and would promptly pay for such shares,
which shares represented approximately 95% of Pharmasset’s
outstanding shares (including 5,529,352 shares delivered through
Notices of Guaranteed Delivery, representing approximately 7% of
the shares outstanding). The rights of Merger Sub under the merger
agreement were assigned to Merger Sub II on January 12, 2012.
Pursuant to the terms of the merger agreement, Merger Sub II merged
with and into Pharmasset on January 17, 2012. In order to
accomplish the merger as a “short-form” merger, Merger Sub II
exercised its “top-up” option pursuant to the merger agreement,
which permitted 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). All outstanding
shares of common stock of Pharmasset, other than (i) shares owned
by Gilead, Merger Sub II or any of their direct or indirect
wholly-owned subsidiaries, (ii) shares owned by Pharmasset or its
subsidiary and (iii) shares held by Pharmasset stockholders who
properly demand appraisal for their shares under Delaware law, were
canceled and converted into the right to receive cash equal to the
$137 price per share.
As a result of the completion of the merger, Pharmasset has
become a wholly-owned subsidiary of Gilead and the common stock of
Pharmasset will no longer be listed for trading on the NASDAQ
Global Select Market, which is expected to take effect as of the
close of market on January 17, 2012.
Barclays Capital, Inc. and Bank of America Merrill Lynch acted
as financial advisors to Gilead. Skadden, Arps, Slate, Meagher
& Flom LLP acted as Gilead’s legal advisors.
Morgan Stanley & Co. LLC acted as financial advisors to
Pharmasset. Sullivan & Cromwell LLP acted as Pharmasset’s legal
advisors.
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; 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: 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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