Attached files
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8-K - FORM 8-K - Pharmasset Inc | y93506e8vk.htm |
EX-2.1 - EX-2.1 - Pharmasset Inc | y93506exv2w1.htm |
Exhibit 99.1
WHERE INNOVATION IS VIRAL |
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Gilead Contacts
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Pharmasset Contacts | |
Susan Hubbard, Investors
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Richard E.T. Smith, Investors | |
(650) 522-5715
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(609) 865-0693 | |
Amy Flood, Media
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Andrew Cole/Chris Kittredge, Media | |
(650) 522-5643
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Sard Verbinnen & Co | |
(212) 687-8080 |
GILEAD SCIENCES TO ACQUIRE PHARMASSET, INC. FOR $11 BILLION
- Accelerates Development of All-Oral Regimen for the Treatment of HCV -
- Leverages Gileads Infrastructure and Expertise in Antiviral Drug Development,
Manufacturing and Commercialization -
- Leverages Gileads Infrastructure and Expertise in Antiviral Drug Development,
Manufacturing and Commercialization -
Foster City, California and Princeton, New Jersey, November 21, 2011 Gilead Sciences, Inc.
(Nasdaq: GILD) and Pharmasset, Inc. (Nasdaq: VRUS) announced today that the companies have signed a
definitive agreement under which Gilead will acquire Pharmasset for $137 per share in cash. The
transaction, which values Pharmasset at approximately $11 billion, was unanimously approved by
Pharmassets Board of Directors. Gilead plans to finance the transaction with cash on hand, bank
debt and senior unsecured notes. The company expects the transaction, when completed, to be
dilutive to Gileads earnings through 2014 and accretive in 2015 and beyond. Further guidance will
be provided when the transaction closes, which is expected to be in the first quarter of 2012.
Pharmasset currently has three clinical-stage product candidates for the treatment of chronic
hepatitis C virus (HCV) advancing in trials in various populations. The companys lead product
candidate, PSI-7977, an unpartnered uracil nucleotide analog, has recently been advanced into two
Phase 3 studies in genotype 2 and 3 patients. Both studies will utilize 12 weeks of treatment with
PSI-7977 in combination with ribavirin. One study will compare this all-oral regimen against 24
weeks of the standard-of-care pegylated interferon/ribavirin in treatment-naïve patients, and the
second study will compare the all-oral regimen to placebo in interferon-intolerant/ineligible
patients. A third Phase 3 study in genotype 1 patients will be initiated in the second half of
2012, the design of which is dependent on the outcome of Phase 2 studies which are evaluating
PSI-7977 in various combinations in genotype 1-infected patients. If successful, this strategy
could lead to an initial U.S. regulatory approval of PSI-7977 in 2014. PSI-938, an unpartnered
guanosine nucleotide analog, is being tested in a Phase 2b interferon-free trial as monotherapy and
in combination with PSI-7977 in subjects with HCV of all viral genotypes. Mericitabine (RG7128), a
cytidine nucleoside analog, is partnered with Roche and is being evaluated in three Phase 2b
trials. Roche is responsible for all aspects of the development of mericitabine.
The acquisition of Pharmasset represents an important and exciting opportunity to accelerate
Gileads effort to change the treatment paradigm for HCV-infected patients by developing all-oral
regimens for the treatment of the disease regardless of viral genotype, said John C. Martin, PhD,
Chairman and Chief Executive Officer of Gilead. Pharmasset presented compelling Phase 2 data
earlier this month further characterizing the strong efficacy and safety profile of PSI-7977. The
compound, together with Pharmassets other pipeline candidates, represents a strong strategic fit
with Gileads vision, pipeline and capabilities. This transaction will serve to drive the
long-term growth of our business, and we look forward to working closely with the Pharmasset team
to advance a broad clinical program in HCV to address the unmet needs of patients and the medical
community.
- more -
November 21, 2011 | Page 2 |
We are excited to join together with Gilead, which shares our commitment to providing HCV patients
with new, highly efficacious and safe oral therapies, said Schaefer Price, President and Chief
Executive Officer,
Pharmasset. We are very encouraged by the data from our Phase 2 studies of PSI-7977 and believe
strongly in the potential of this compound to be a component in the transformation of the treatment
of chronic HCV. Gileads established expertise and leadership in the field of antiviral drug
development and commercialization, coupled with the companys existing portfolio of promising
compounds for HCV, make this partnership an ideal step to fully realize the potential of our
promising molecules as part of future all-oral combination therapies for millions of patients in
need around the world.
Gileads research and development portfolio includes seven unique molecules in various stages of
clinical development for the treatment of HCV. Pegylated interferon in combination with ribavirin
is currently part of the standard of care treatment for patients with chronic hepatitis C. Gilead
is focused on advancing multiple compounds with different mechanisms of action and resistance
profiles in combinations that will support delivery of an all-oral regimen that would eliminate the
need for pegylated interferon. Three separate all-oral Phase 2 studies are currently ongoing, and
Gilead expects clinical data from these studies to become available in 2012 and early 2013.
Pharmassets compounds are complementary to Gileads existing HCV portfolio, and the transaction
will help advance Gileads effort to develop an all-oral regimen for the treatment of HCV.
Terms of the Transaction
Under the terms of the merger agreement, a wholly-owned subsidiary of Gilead will promptly commence
a tender offer to acquire all of the outstanding shares of Pharmassets common stock at a price of
$137 per share in cash. Following successful completion of the tender offer, Gilead will acquire
all remaining shares not tendered in the offer through a second step merger at the same price as in
the tender offer.
The consummation of the tender offer is subject to various conditions, including a minimum tender
of at least a majority of outstanding Pharmasset shares on a fully diluted basis, the expiration or
termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act, and other
customary conditions. The tender offer is not subject to a financing condition.
The $137 per share price in the transaction represents an 89% premium to Pharmassets closing share
price on Friday, November 18, 2011, the last trading day prior to announcement, and 59% to
Pharmassets all time high closing stock price.
Gilead has received commitments from Bank of America Merrill Lynch and Barclays Capital in
connection with financing of the transaction.
Barclays Capital and Bank of America Merrill Lynch are acting as financial advisors to Gilead in
the transaction. Morgan Stanley & Co. LLC is acting as the financial advisor to Pharmasset.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Gilead and Sullivan &
Cromwell LLP is serving as legal counsel to Pharmasset.
Conference Call
Gilead will host a conference call today, Monday, November 21, 2011, at 8:00 a.m. Eastern Time, to
discuss the proposed acquisition. To access the live call, please dial 1-800-599-9829 (U.S.) or
1-617-847-8703 (international). The conference passcode number is 61526607. Telephone replay is
available approximately one hour after the call through 11:00 a.m. Eastern Time, November 24, 2011.
To access, please call 1-888-286-8010 (U.S.) or 1-617-801-6888 (international). The conference
passcode number for the replay is 39677531. The information provided on the teleconference is only
accurate at the time of the conference call, and Gilead will take no responsibility for providing
updated information.
- more -
November 21, 2011 | Page 3 |
About Pharmasset
Pharmasset is a clinical-stage pharmaceutical company committed to discovering, developing and
commercializing novel drugs to treat viral infections. Pharmassets primary focus is the
development of oral therapeutics for the treatment of hepatitis C virus (HCV) infection.
Pharmassets 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. Gileads 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 Statement
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 the companies and members of their senior management team. 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 Pharmassets 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; uncertainties
as to how many of Pharmassets stockholders will tender their stock in the offer; the possibility
that competing offers will be made; the possibility that various closing conditions for the
transaction may not be satisfied or waived, including that a governmental entity may prohibit,
delay or refuse to grant approval for the consummation of the transaction; 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 the companies periodic reports
filed with the Securities and Exchange Commission, including current reports on Form 8-K, quarterly
reports on Form 10-Q and annual reports on Form 10-K. All forward-looking statements are based on
information currently available to the companies, and the companies assume no obligation to update
any such forward-looking statements.
Additional Information and Where to Find It
The tender offer described in this document has not yet commenced. This announcement is neither an
offer to purchase nor a solicitation of an offer to sell shares of Pharmasset. At the time the
offer is commenced, Gilead will file a Tender Offer Statement on Schedule TO with the U.S.
Securities and Exchange Commission, and Pharmasset will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the offer. Pharmasset stockholders and other investors
are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of
Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement
because they will contain important information which should be read carefully before any decision
is made with respect to the tender offer. The Offer to Purchase, the related Letter
- more -
November 21, 2011 | Page 4 |
of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation
Statement, will be made available to all stockholders of Pharmasset at no expense to them. The
Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for
free at the Commissions web site at www.sec.gov. Free copies of these materials and certain other
offering documents will be made available by Gilead by mail to Gilead Sciences, Inc., 333 Lakeside
Drive, Foster City, CA 94404, attention: Investor Relations.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement, Gilead and Pharmasset file annual,
quarterly and special reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements or other information filed by
Gilead or Pharmasset at the SEC public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the Commission at 1-800-SEC-0330 for further information on the public
reference room. Gileads and Pharmassets filings with the Commission are also available to the
public from commercial document-retrieval services and at the website maintained by the Commission
at www.sec.gov.
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For more information on Gilead Sciences, please visit the companys website at www.gilead.com or
call Gilead Public Affairs at 1-800-GILEAD-5 or 1-650-574-3000.
call Gilead Public Affairs at 1-800-GILEAD-5 or 1-650-574-3000.