0001209191-12-003871.txt : 20120117 0001209191-12-003871.hdr.sgml : 20120116 20120117163629 ACCESSION NUMBER: 0001209191-12-003871 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120107 FILED AS OF DATE: 20120117 DATE AS OF CHANGE: 20120117 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50772 FILM NUMBER: 12529973 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50772 FILM NUMBER: 12529974 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 3 1 c26732_3x0.xml MAIN DOCUMENT DESCRIPTION X0204 3 2012-01-07 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 0 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 has 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 (the "Offer Price"). This report is neither an offer to purchase nor a solicitation of an offer to sell shares of the Issuer. Parent and Purchaser have filed a tender offer statement with the Securities and Exchange Commission ("SEC"), and have mailed or will mail an offer to purchase, forms of letter of transmittal and related documents to Issuer stockholders. The Issuer has filed with the SEC, and has mailed or will mail to Issuer stockholders, a solicitation/recommendation statement on Schedule 14D-9. (continued on footnote 3). These documents contain important information about the tender offer, and stockholders of the Issuer are urged to read them carefully and in their entirety when they become available. These documents will be available at no charge at the SEC's website at www.sec.gov. The tender offer statement and the related materials may be obtained for free by directing a request by mail to MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016 or by calling toll-free (800) 322-2885. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may also be obtained free of charge from Parent by directing a request to: Public Affairs, Telephone No.: (609) 252-6579; E-Mail: jennifer.mauer@bms.com. Purchaser and Parent may be deemed to have shared voting power of 14% of the outstanding Issuer common stock (based on the Issuer's outstanding common stock as of January 6, 2012) pursuant to that certain Tender and Support Agreement ("Support Agreement"), dated January 7, 2012, by and among Purchaser, Parent, the Issuer and certain stockholders of the Issuer (the "Stockholders"). See the Schedule 13D filed by Parent with the SEC on January 13, 2012. Neither Parent nor Purchaser has any pecuniary interest in the shares held by the Stockholders, and each expressly disclaims beneficial ownership of any shares of common stock of the Issuer covered by the Support Agreement. /s/ Demetrios Kydonieus for Bristol-Myers Squibb Company 2012-01-17 /s/ Demetrios Kydonieus for Inta Acquisition Corporation 2012-01-17