Amended Statement of Ownership: Solicitation (sc 14d9/a)
August 05 2014 - 6:56AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Idenix
Pharmaceuticals, Inc.
(Name of Subject Company)
Idenix Pharmaceuticals, Inc.
(Names of Persons Filing Statement)
COMMON STOCK,
PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
45166R204
(CUSIP Number
of Class of Securities)
Ronald C. Renaud, Jr.
President and Chief Executive Officer
Idenix Pharmaceuticals, Inc.
320 Bent Street
Cambridge, Massachusetts 02141
(617) 995-9800
With
copies to:
Francis J. Aquila
Krishna Veeraraghavan
Sullivan & Cromwell LLP
125 Broad Street
New
York, NY 10004
(212) 558-4000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 7 (this
Amendment
) to Schedule 14D-9 amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the
Statement
) originally filed by Idenix Pharmaceuticals, Inc., a Delaware corporation (the
Company
), with the Securities and Exchange Commission (the
SEC
) on June 20, 2014, relating to the tender offer by Imperial Blue Corporation, a Delaware corporation (
Merger
Sub
), and Merck & Co., Inc., a New Jersey corporation (
Parent
)
,
to purchase all of the issued and outstanding shares of the Companys common stock, par value $0.001 per share, for $24.50
per share, net to the seller in cash, without interest, less any required withholding of taxes, if any, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 20, 2014, as amended, and the related Letter of
Transmittal, copies of which are attached to the Tender Offer Statement on Schedule TO filed by Parent and Merger Sub with the SEC on June 20, 2014.
Except as otherwise set forth below, the information set forth in the Statement remains unchanged and is incorporated herein by reference as
relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby amended and supplemented by inserting the following subsection at the end of such Item 8:
Expiration of the Offer
.
The Offer and withdrawal rights expired at 5:00 P.M., Eastern time, on August 4, 2014. The depositary for the Offer has indicated that, as
of the expiration of the Offer, a total of 131,693,787 Shares have been validly tendered and not properly withdrawn pursuant to the Offer (not including 7,557,710 Shares tendered pursuant to notices of guaranteed delivery which had not been
delivered to the depositary for the Offer prior to the expiration of the Offer), representing approximately 82.5% of the outstanding Shares on a fully diluted basis. The number of Shares validly tendered and not properly withdrawn pursuant to the
Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied or waived, Merger Sub has accepted for payment and expects to promptly pay for all Shares validly tendered and not properly withdrawn prior to the expiration of
the Offer.
As a result of its acceptance of, and following payment for, the Shares tendered in the Offer, Merger Sub will have acquired a
sufficient number of Shares to complete the Merger without a vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. Accordingly, Parent and Merger Sub intend to effect the Merger pursuant to Section 251(h) of the
DGCL. In the Merger, each Share that is issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent and Shares owned by the
Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, and (ii) Shares owned by stockholders who have perfected and not withdrawn a demand for, or lost their right to,
appraisal pursuant to Section 262 of the DGCL with respect to such Shares) will at the effective time of the Merger be converted into the right to receive the Merger Consideration. Following the Merger, all Shares will be delisted from the
NASDAQ and deregistered under the Exchange Act.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true,
complete and correct.
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IDENIX PHARMACEUTICALS, INC.
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Dated: August 5, 2014
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By:
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/s/ Ronald C. Renaud, Jr.
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Name:
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Ronald C. Renaud, Jr.
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Title:
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President and Chief Executive Officer
(Principal Executive Officer)
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