4//SEC Filing
INHIBITEX, INC. 4
Accession 0001181431-12-009127
CIK 0001274913operating
Filed
Feb 14, 7:00 PM ET
Accepted
Feb 15, 4:36 PM ET
Size
11.1 KB
Accession
0001181431-12-009127
Insider Transaction Report
Form 4
INHIBITEX, INC.INHX
Inta Acquisition Corp
10% Owner
Transactions
- Other
COMMON STOCK, PAR VALUE $0.001 PER SHARE
2012-02-13$26.00/sh+81,793,316$2,126,626,216→ 85,342,020 total(indirect: SEE NOTES) - Other
COMMON STOCK, PAR VALUE $0.001 PER SHARE
2012-02-13$26.00/sh+3,548,704$92,266,304→ 85,342,020 total(indirect: SEE NOTES)
BRISTOL MYERS SQUIBB CO
10% Owner
Transactions
- Other
COMMON STOCK, PAR VALUE $0.001 PER SHARE
2012-02-13$26.00/sh+81,793,316$2,126,626,216→ 85,342,020 total(indirect: SEE NOTES) - Other
COMMON STOCK, PAR VALUE $0.001 PER SHARE
2012-02-13$26.00/sh+3,548,704$92,266,304→ 85,342,020 total(indirect: SEE NOTES)
Footnotes (5)
- [F1]Inta Acquisition Corporation, a Delaware corporation ("Purchaser"), is wholly-owned by Bristol-Myers Squibb Company ("Parent").
- [F2]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.
- [F3]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of the expiration of the Offer, approximately 81,793,316 shares of Common Stock were validly tendered and not validly withdrawn prior to the expiration of the Offer, including approximately 4,260,705 shares of Common Stock subject to guaranteed delivery procedures. Purchaser has accepted for payment all shares of Common Stock validly tendered and not validly withdrawn.
- [F4]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.
- [F5]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.
Documents
Issuer
INHIBITEX, INC.
CIK 0001274913
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001274913
Filing Metadata
- Form type
- 4
- Filed
- Feb 14, 7:00 PM ET
- Accepted
- Feb 15, 4:36 PM ET
- Size
- 11.1 KB