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