Notable Mergers and Acquisitions of the Day 11/21: (GILD)/(VRUS) (Y)/(TRH) (GEDU) (COV) (EXPE)/(RENN)/(LONG)

• Gilead Sciences, Inc. (Nasdaq: GILD) and Pharmasset, Inc. (Nasdaq: VRUS) 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 Pharmasset’s 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 Gilead’s earnings through 2014 and accretive in 2015 and beyond.
  
  Further guidance will be provided when the transaction closes, which is expected to be in Q112.
  
  
  Terms:
  
  "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 Pharmasset’s 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 Pharmasset’s closing share price on Friday, November 18, 2011, the last trading day prior to announcement, and 59% to Pharmasset’s 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."
  
  
• Alleghany Corporation (NYSE: Y) and Transatlantic Holdings, Inc. (NYSE: TRH) entered into a definitive agreement under which Transatlantic will combine with Alleghany. Under the terms of the transaction, the stockholders of Transatlantic will receive aggregate consideration currently valued at $59.79 per share in stock and cash, or approximately $3.4 billion.
  
  Under the terms of the agreement, Transatlantic common shares will be exchanged for per-share consideration consisting of 0.145 Alleghany common shares and $14.22 in cash. Transatlantic stockholders may elect to receive cash or stock consideration, subject to proration in the event of oversubscription. The stock consideration is expected to be tax free to Transatlantic stockholders.
  
  The transaction, which is subject to regulatory approvals, customary closing conditions and approvals by the companies’ respective stockholders, is expected to close in the first quarter of 2012. It is not subject to a financing condition.
  
  UBS Investment Bank and Morgan Stanley served as financial advisors and Wachtell, Lipton, Rosen & Katz as legal advisor to Alleghany. Goldman, Sachs & Co. and Moelis & Company served as financial advisors and Gibson, Dunn & Crutcher as legal advisor to Transatlantic.
  
  
• Global Education & Technology Group Limited (Nasdaq: GEDU) entered into a definitive agreement and plan of merger with Pearson plc, a wholly owned indirect subsidiary of Pearson (NYSE: PSO), pursuant to which Pearson would acquire all of the outstanding shares of the Company for a total value of approximately $294 million.
  
  The Company's Board of Directors has approved the merger agreement with Pearson and recommends that the Company's shareholders vote to adopt the merger agreement. Under the terms of the merger agreement, each ordinary share of the Company (including shares represented by American Depositary Shares ("ADSs"), each of which represents four ordinary shares) issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive $2.7515 per ordinary share (or $11.006 per ADS) in cash without interest, except for the ordinary shares held by the Company as treasury shares which will be cancelled without receiving any consideration.
  
  The merger contemplated by the merger agreement, which is currently expected to close before the end of Q411.
  
  Credit Suisse Securities (USA) LLC is serving as exclusive financial advisor to the Company, O'Melveny & Myers LLP is serving as legal advisor to the Company and Conyers Dill & Pearman is serving as the Company's Cayman Islands legal advisor. Morgan, Lewis & Bockius LLP is serving as legal advisor to Pearson, TransAsia Lawyers is serving as special PRC legal advisor to Pearson and Maples and Calder is serving as Cayman Islands legal advisor to Pearson.
  
  
• Covidien (NYSE: COV) entered a definitive agreement to acquire BÂRRX Medical, Inc. BÂRRX is the leader in treatment of Barrett’s esophagus syndrome using bipolar radiofrequency (RF) ablation devices.
  
  Covidien will acquire all of the outstanding capital stock of BÂRRX, a private company, for approximately $325 million, with future earn out payments possible based on achievement of specific milestones. The transaction, subject to customary closing conditions, including receipt of certain regulatory approvals, is expected to be completed by January 31, 2012.
  
  This acquisition is consistent with Covidien’s strategy to expand into adjacencies and invest in product categories where it can develop a global competitive advantage. The acquisition of BÂRRX will expand Covidien’s ability to treat gastrointestinal diseases, such as Barrett’s esophagus.
  
  
• Expedia, Inc. (Nasdaq: EXPE) and Renren Inc. (NYSE: RENN) announced that Renren has sold its investment in eLong, Inc. (Nasdaq: LONG) to Expedia for approximately $72.4 million, or $23 per ADS.

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