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12, 2012, the initial expiration of the tender offer, approximately 72,041,926 shares were validly tendered and not withdrawn in the tender offer, representing approximately 95% of Pharmasset’s currently outstanding shares (including 5,529,352 shares delivered through Notices of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 Gilead has accepted for payment all shares validly tendered and not withdrawn and will promptly pay for such shares.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.
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