NEW YORK & PRINCETON, N.J.-Bristol-Myers Squibb Company is commencing today, through its wholly owned subsidiary Inta Acquisition Corporation, a cash tender offer to purchase all outstanding shares of common stock of Inhibitex, Inc. Bristol-Myers Squibb announced on Saturday, January 7, 2012 its intent to acquire Inhibitex.
Upon the successful closing of the tender offer, stockholders of Inhibitex will receive $26.00 in cash for each share of Inhibitex common stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes. Following the purchase of shares in the tender offer, Inhibitex will become a subsidiary of Bristol-Myers Squibb.
Bristol-Myers Squibb will file today with the U.S. Securities and Exchange Commission a tender offer statement on Schedule TO which provides the terms of the tender offer. Additionally, Inhibitex will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the Inhibitex board of directors that Inhibitex stockholders accept the tender offer and tender their shares. As previously announced, the Inhibitex board of directors has determined that the merger agreement and its related transactions including the tender offer, are advisable, fair to and in the best interests of Inhibitex and its stockholders.
The tender offer will expire at 12:00 midnight (New York City time) on Friday, February 10, 2012, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is subject to customary terms and conditions, including the tender of a number of shares which, together with shares then owned by Bristol-Myers Squibb (if any), represents a majority of the issued and outstanding shares plus all shares which the Company may be required to issue to holders of stock options and warrants as of the closing of the tender, and the expiration or the termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act.
MacKenzie Partners, Inc. is acting as information agent for Bristol-Myers Squibb. Citigroup Global Markets Inc. is serving as financial advisor to Bristol-Myers Squibb in connection with the transactions and will be the dealer-manager for the tender offer. Kirkland & Ellis LLP is acting as legal counsel to Bristol-Myers Squibb. Credit Suisse Securities (USA) is serving as financial advisors to Inhibitex in connection with the transactions and Inhibitex is represented by Dechert LLP.