Gilead Sciences, Inc. 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. 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all outstanding shares of common stock of Pharmasset and had accepted for payment all shares validly tendered and not withdrawn as of the expiration time of the tender offer and would promptly pay for such shares, which shares represented approximately 95% of Pharmasset s outstanding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.
Date: January 17, 2012
Source: Gilead Sciences, Inc.
