- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
08 April 2011 - 11:43PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus dated April 8, 2011
Filed Pursuant to Rule 433
Registrations No. 333-153471 and 333-173374
(Relating to Preliminary Prospectus Supplement dated April 7, 2011)
We have filed with the Securities and Exchange Commission (the SEC) a registration statement and
a preliminary prospectus supplement (together with the prospectus dated October 17, 2008, the
Preliminary Prospectus) for the offering to which this communication relates. Before you invest,
you should read the Preliminary Prospectus (including the documents incorporated by reference
therein) and other documents we have filed with the SEC for more complete information about us and
this offering. You may get these documents for free by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, copies of the Preliminary Prospectus may be obtained from J.P. Morgan
Securities LLC via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or
by calling toll-free (866) 803-9204. References herein to we, us, our and Idenix refer to
Idenix Pharmaceuticals, Inc.
The following information supplements and updates the information contained in the Preliminary
Prospectus:
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Issuer
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Idenix Pharmaceuticals, Inc. (NASDAQ: IDIX)
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Common stock offered by Idenix
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18,310,000 shares of common stock. In
addition, we have granted the underwriters
a 30-day option to purchase up to
2,746,500 additional shares of common
stock to cover over-allotments, if any.
Unless we specifically state otherwise,
all information in this issuer free
writing prospectus assumes that the
underwriter does not exercise this
over-allotment option.
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Concurrent private placement
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Concurrently with the public offering, we
are also selling through a private
placement 1,785,714 shares of common stock
to Novartis Pharma AG, our largest
stockholder. After giving effect to our
issuance and sale of shares in the public
offering and sale of shares to Novartis in
the private placement, Novartis will own
approximately 36% of our
outstanding common stock, or approximately
35% if the underwriter exercises
its over-allotment option in full.
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Common stock to be
outstanding after the
offering and concurrent
private placement
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93,240,527 shares, based on 73,144,813
shares outstanding as of March 31, 2011,
which does not include, as of that date:
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7,912,366 shares of
common stock
issuable upon the
exercise of stock
options outstanding
as of March 31,
2011 at a
weighted-average
exercise price of
$7.20 per share;
and
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an aggregate of
1,993,446
additional shares
of common stock
reserved for future
issuance as of
March 31, 2011
under our 2005
Stock Incentive
Plan, as amended.
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Public offering price
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$2.80 per share.
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Net proceeds to Idenix
(including proceeds from
the concurrent private
placement)
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$53.0 million, after deducting underwriting
discounts and commissions and estimated offering
expenses payable by us.
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Pricing date
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April 8, 2011.
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Closing date
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April 13, 2011.
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Dilution
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Our net tangible book value as of December 31,
2010 was approximately $(40.9) million, or
$(0.56) per share. If you purchase common stock
in the offering, you will incur an immediate and
substantial dilution in net tangible book value
of $2.67 per share, after giving effect to
the sale by us of 18,310,000 shares of common
stock in the offering and 1,785,714 shares of
common stock to Novartis in the concurrent
private placement, in each case at the public
offering price of $2.80 per share.
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Sole book-running manager
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J.P. Morgan Securities LLC
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