0001181431-12-009127.txt : 20120215 0001181431-12-009127.hdr.sgml : 20120215 20120215163606 ACCESSION NUMBER: 0001181431-12-009127 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120213 FILED AS OF DATE: 20120215 DATE AS OF CHANGE: 20120215 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INHIBITEX, INC. CENTRAL INDEX KEY: 0001274913 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 742708737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9005 WESTSIDE PARKWAY CITY: ALPHARETTA STATE: GA ZIP: 30004 BUSINESS PHONE: 678-746-1100 MAIL ADDRESS: STREET 1: 9005 WESTSIDE PARKWAY CITY: ALPHARETTA STATE: GA ZIP: 30004 FORMER COMPANY: FORMER CONFORMED NAME: INHIBITEX INC DATE OF NAME CHANGE: 20031231 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRISTOL MYERS SQUIBB CO CENTRAL INDEX KEY: 0000014272 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50772 FILM NUMBER: 12616426 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125464000 MAIL ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: BRISTOL MYERS CO DATE OF NAME CHANGE: 19891012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Inta Acquisition Corp CENTRAL INDEX KEY: 0001539753 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50772 FILM NUMBER: 12616425 BUSINESS ADDRESS: STREET 1: C/O BRISTOL-MYERS SQUIBB COMPANY STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 546-4000 MAIL ADDRESS: STREET 1: C/O BRISTOL-MYERS SQUIBB COMPANY STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 4 1 rrd334186.xml FORM 4 X0304 4 2012-02-13 0 0001274913 INHIBITEX, INC. INHX 0000014272 BRISTOL MYERS SQUIBB CO 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001539753 Inta Acquisition Corp C/O BRISTOL-MYERS SQUIBB COMPANY 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 COMMON STOCK, PAR VALUE $0.001 PER SHARE 2012-02-13 4 J 0 81793316 26.00 A 85342020 I SEE NOTES COMMON STOCK, PAR VALUE $0.001 PER SHARE 2012-02-13 4 J 0 3548704 26.00 A 85342020 I SEE NOTES Inta Acquisition Corporation, a Delaware corporation ("Purchaser"), is wholly-owned by Bristol-Myers Squibb Company ("Parent"). On January 7, 2012, Inhibitex, Inc. ("Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Parent and Purchaser. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser commenced a cash tender offer to acquire all of the shares of the Issuer's common stock (the "Offer") for a purchase price of $26.00 per share in cash. At 12:00 midnight, New York City time, on February 10, 2012, the Offer expired as scheduled. The Offer was not extended. Based on the information provided by the depositary for the Offer to Parent, as of the expiration of the Offer, approximately 81,793,316 shares of Common Stock were validly tendered and not validly withdrawn prior to the expiration of the Offer, including approximately 4,260,705 shares of Common Stock subject to guaranteed delivery procedures. Purchaser has accepted for payment all shares of Common Stock validly tendered and not validly withdrawn. Concurrently with the execution of the Merger Agreement, each of Gabriele Cerrone, Panetta Partners, Ltd., Russell H. Plumb, New Enterprise Associates 10, Limited Partnership, New Enterprise Associates 11, Limited Partnership and Michael James Barrett (each, a "Stockholder"), among others, entered into a Tender and Support Agreement with the Issuer, Parent and Purchaser (the "Support Agreement"). Pursuant to the Support Agreement, each Stockholder, among other things, elected to exercise such Stockholder's warrants and/or vested options, on a net exercise basis, following the acceptance of the Offer and to transfer those newly-issued Shares to Purchaser. Collectively, the Stockholders transferred 3,548,704 shares of Common Stock to Purchaser. The shares of Common Stock validly tendered and not validly withdrawn collectively with the shares of Common Stock transferred to Purchaser under the Support Agreement represent approximately 96% of the shares of Common Stock outstanding. /s/ Demetrios Kydonieus for Bristol-Myers Squibb Company 2012-02-15 /s/ Demetrios Kydonieus for Inta Acquisition Corporation 2012-02-15