- Amended Statement of Ownership: Solicitation (SC 14D9/A)
February 03 2012 - 8:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 4
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
Inhibitex,
Inc.
(Name of Subject Company)
Inhibitex, Inc.
(Names of Persons Filing Statement)
COMMON STOCK,
PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
45719T103
(CUSIP Number of Class of Securities)
Russell H.
Plumb
President and Chief Executive Officer
9005 Westside Parkway
Alpharetta, GA 30009
(678) 746-1100
With
copies to:
David S. Rosenthal, Esq.
Richard A. Goldberg, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
(212) 698-3500
(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. 4 to the Schedule 14D-9 (
Amendment
No. 4
), filed with the U.S. Securities and Exchange Commission (the
SEC
) on February 3, 2012, amends and supplements the Schedule 14D-9 filed with the SEC on January 17, 2012, and subsequently
amended by Amendment No. 1 on January 19, 2012, Amendment No. 2 on January 27, 2012 and Amendment No. 3 on February 1, 2012 (as amended or supplemented from time to time, the
Schedule 14D-9
),
by Inhibitex, Inc. (the
Company
), a Delaware corporation. The Schedule 14D-9 relates to the tender offer (the
Offer
) by (i) Inta Acquisition Corporation, a Delaware corporation
(
Purchaser
) and a wholly-owned subsidiary of Bristol-Myers Squibb Company, a Delaware corporation (
Parent
), and (ii) Parent, disclosed in a Tender Offer Statement on Schedule TO filed
with the SEC on January 13, 2012 (as amended or supplemented from time to time, and together with the exhibits thereto, the
Schedule TO
), to purchase all of the issued and outstanding shares of common stock, par
value $0.001 per share (the
Shares
), of the Company at a purchase price of $26.00 per Share (the
Offer Price
), net to the seller in cash but subject to any applicable withholding taxes, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated January 13, 2012 (as amended or supplemented from time to time, the
Offer to Purchase
), and the related Letter of Transmittal (as amended or
supplemented from time to time, the
Letter of Transmittal
). The Offer to Purchase and the Letter of Transmittal are filed as Exhibits (a)(1) and (a)(2) to this Schedule 14D-9, respectively, and are incorporated
herein by reference.
The information in the Schedule 14D-9 is incorporated into this Amendment No. 4 by reference to all
of the applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein. Capitalized terms used but not defined herein have the meanings ascribed to them in the
Schedule 14D-9.
ITEM 8.
ADDITIONAL INFORMATION
.
Item 8 of the Schedule 14D-9 under the heading
Regulatory Approvals
Antitrust
is hereby
amended and supplemented by adding the following paragraph at the end thereof:
At 11:59 p.m., New York City time, on
Thursday, February 2, 2012, the waiting period applicable to the Offer and the Merger under the HSR Act expired. Accordingly, the condition of the Offer relating to the expiration or termination of the HSR Act waiting period has been
satisfied.
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to the Schedule 14D-9 is true, complete and correct.
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INHIBITEX, INC.
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Dated: February 3, 2012
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By:
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/s/ Russell H. Plumb
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Name:
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Russell H. Plumb
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Title:
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Chief Executive Officer
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