UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
Pharmasset, Inc.
(Name of Subject Company)
Pharmasset, Inc.
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
71715N106
(CUSIP Number of Class of Securities)
P. Schaefer Price
President and Chief Executive Officer
Pharmasset, Inc.
303-A College Road East
Princeton, New Jersey 08540
(609) 613-4100
With copies to:
Matthew G. Hurd
Krishna Veeraraghavan
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Introduction
This Amendment No. 5 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the Schedule 14D-9) originally filed with the U.S. Securities and Exchange Commission (the SEC) by Pharmasset, Inc., a Delaware corporation (the Company) on December 6, 2011 and as subsequently amended. The Schedule 14D-9 relates to the tender offer by Royal Merger Sub Inc., a Delaware corporation (Merger Sub) and a direct wholly-owned subsidiary of Gilead Sciences, Inc., a Delaware corporation (Gilead), and Royal Merger Sub II Inc., a Delaware corporation (Merger Sub II and together with Gilead and Merger Sub, the Offerors) and an indirect wholly-owned subsidiary of Gilead, to purchase all of the issued and outstanding shares of the Companys common stock, par value $0.001 per share (each, a Share), at a purchase price of $137.00 per Share (the Offer Price), net to the seller in cash but subject to any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 6, 2011 (as amended or supplemented from time to time, the Offer to Purchase), and the related Letter of Transmittal (as amended or supplemented from time to time, the Letter of Transmittal, and, together with the Offer to Purchase, the Offer). The Offer is described in a Tender Offer Statement on Schedule TO, originally filed by the Offerors with the SEC on December 6, 2011 and as subsequently amended. The Offer to Purchase and the Letter of Transmittal are filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-9, respectively, and are incorporated by reference therein.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
ITEM 8. | ADDITIONAL INFORMATION. |
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by amending and restating in its entirety the text under the heading Regulatory Approvals Antitrust as follows:
On January 6, 2012, the parties received early termination of the required waiting period under the HSR Act. Accordingly, the condition to the Offer that the applicable waiting period under the HSR Act shall have expired or been terminated has been satisfied.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.
PHARMASSET, INC. | ||||
Dated: January 6, 2012 |
By: | /s/ P. Schaefer Price | ||
Name: | P. Schaefer Price | |||
Title: | President and Chief Executive Officer |