FOSTER CITY, Calif.--(BUSINESS WIRE)--Jan. 12, 2012--
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not withdrawn in the tender offer, representing approximately 95% of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payment all shares validly tendered and not withdrawn and will promptly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.
Source: Gilead Sciences, Inc.
Gilead Sciences, Inc.Susan Hubbard, 650-522-5715 (Investors)Amy
Flood, 650-522-5643 (Media)http://www.gilead.com
