8-KAcquisitions & DispositionsExhibits & Filings

GILEAD SCIENCES, INC. 8-K Report, Acquisition Completed (Jan 17, 2012)

Filed January 17, 2012For Securities:GILD

Summary

Gilead Sciences, Inc. (GILD) has officially completed its acquisition of Pharmasset, Inc. through a merger that became effective on January 17, 2012. This significant event marks the culmination of a tender offer that commenced on December 6, 2011, with Gilead acquiring approximately 95% of Pharmasset's outstanding shares at a price of $137 per share in cash. The acquisition was executed through a merger where Pharmasset will continue as the surviving entity. This transaction is a major strategic move for Gilead, bolstering its pipeline and market position. The filing also indicates that detailed financial statements and pro forma information related to the acquired Pharmasset business will be provided in a subsequent amendment to this 8-K filing, which is expected within 71 days. Investors should note that Pharmasset shares ceased trading on the NASDAQ Global Select Market as of the close of market on January 17, 2012.

Key Highlights

  • 1Gilead Sciences, Inc. completed the acquisition of Pharmasset, Inc. via a merger effective January 17, 2012.
  • 2The acquisition was executed through a tender offer, with Gilead purchasing approximately 95% of Pharmasset's outstanding shares.
  • 3The offer price for Pharmasset shares was $137 per share in cash.
  • 4The merger was a "short-form" merger, facilitated by Gilead exercising a "top-up" option to acquire additional shares.
  • 5Pharmasset shares ceased trading on the NASDAQ Global Select Market on January 17, 2012.
  • 6Financial statements and pro forma information for the acquired Pharmasset business will be filed by amendment within 71 days.
  • 7The transaction signifies a substantial strategic development for Gilead Sciences.

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