FOSTER CITY, Calif.--(BUSINESS WIRE)--Jan. 17, 2012--
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payment all shares validly tendered and not withdrawn as of the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.
Source: Gilead Sciences, Inc.
Gilead Sciences, Inc.Susan Hubbard, 650-522-5715 (Investors)Amy
Flood, 650-522-5643 (Media)
