Bristol-Myers Squibb Company (NYSE:BMY) and Inhibitex, Inc.
(Nasdaq:INHX) announced today that the companies have signed a
definitive agreement under which Bristol-Myers Squibb will acquire
Inhibitex for $26.00 per share in cash pursuant to a cash tender
offer and second step merger. The transaction, with an aggregate
purchase price of approximately $2.5 billion, has been approved by
the boards of directors of both companies. The board of directors
of Inhibitex has agreed to recommend that Inhibitex’s shareholders
tender their shares in the tender offer. In addition, shareholders
with beneficial ownership of approximately 17% of Inhibitex’s
common stock have entered into agreements with Bristol-Myers Squibb
to support the transaction and to tender their shares in the tender
offer.
Inhibitex is a clinical-stage biopharmaceutical company
dedicated to the development of innovative products that can treat
or prevent serious infections, whose primary focus is on the
development of nucleotide/nucleoside analogs for the treatment of
hepatitis C virus (HCV). Its lead HCV asset is INX-189, an oral
nucleotide polymerase (NS5B) inhibitor in Phase II development that
has exhibited potent antiviral activity, a high barrier to
resistance and pan-genotypic coverage. Nucleotides/nucleosides are
emerging as an important class of antivirals that may play a
critical role as the backbone of future direct-acting
antiviral-only combination approaches to HCV treatment.
“The acquisition of Inhibitex builds on Bristol-Myers Squibb’s
long history of discovering, developing and delivering innovative
new medicines in virology and enriches our portfolio of
investigational medicines for hepatitis C,” said Lamberto
Andreotti, chief executive officer, Bristol-Myers Squibb. “There is
significant unmet medical need in hepatitis C. This acquisition
represents an important investment in the long-term growth of the
company.”
“This transaction puts INX-189 and the Company’s other
infectious disease assets in the hands of an organization that can
more optimally develop them and which believes as strongly as we do
in INX-189’s potential in the treatment of chronic HCV,”
said Russell Plumb, President and Chief Executive Officer
of Inhibitex. “Bristol-Myers Squibb’s expertise in antiviral
drug development, and its existing complementary portfolio, will
assure that the potential of INX-189 is realized as part of future
oral combination therapies for millions of patients in need around
the world.”
“Bristol-Myers Squibb continues to drive advances in the field
of hepatitis C research and development through internal
development and selective partnerships,” said Elliott Sigal, M.D.,
Ph.D., executive vice president, chief scientific officer and
president, R&D, Bristol-Myers Squibb. “The addition of
Inhibitex’s nucleotide polymerase inhibitor to our own promising
portfolio, which includes other direct-acting antivirals, brings
additional options to develop all-oral regimens with better cure
rates, shorter duration of therapy and lower toxicity than the
current standard of care.”
The transaction is expected to be dilutive to earnings for
Bristol-Myers Squibb through 2016, with an expected impact on
earnings per share of approximately $0.04 in 2012 and approximately
$0.05 in 2013.
Under the terms of the definitive agreement, Bristol-Myers
Squibb will commence a cash tender offer to purchase all of the
outstanding shares of Inhibitex’s common stock for $26.00 per
share. The closing of the tender offer is subject to customary
terms and conditions, including the tender of a number of shares
that constitutes at least a majority of Inhibitex’s outstanding
shares of common stock (on a fully diluted basis) and expiration or
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act. The agreement also provides for the
parties to effect, subject to customary conditions, a merger to be
completed following the completion of the tender offer which would
result in all shares not tendered in the tender offer being
converted into the right to receive $26.00 per share in cash. The
merger agreement contains a provision under which Inhibitex has
agreed not to solicit any competing offers for the company.
Bristol-Myers Squibb will finance the acquisition from its existing
cash resources. The companies expect the tender offer to close
approximately thirty days after commencement of the tender
offer.
Citi is serving as financial advisor to Bristol-Myers Squibb in
connection with the acquisition and Kirkland & Ellis LLP is its
legal advisor. Credit Suisse Securities (USA) LLC is serving as
financial advisor to Inhibitex in connection with the acquisition
and Dechert LLP is its legal advisor.
About Bristol-Myers Squibb
Bristol-Myers Squibb is a global biopharmaceutical company whose
mission is to discover, develop and deliver innovative medicines
that help patients prevail over serious diseases. For more
information, please visit http://www.bms.com or follow us on
Twitter at http://twitter.com/bmsnews.
About Inhibitex
Inhibitex, Inc. is a biopharmaceutical company focused on
developing products to prevent and treat serious infectious
diseases. The Company’s clinical-stage pipeline includes three
Phase 2 development programs: INX-189, a nucleotide polymerase
inhibitor in development for the treatment of chronic hepatitis C
infections, FV-100, a nucleoside inhibitor in development for the
reduction of shingles-associated pain, and Aurexis, a humanized
monoclonal antibody in development for the treatment of serious S.
aureus bloodstream infections. The Company also has other HCV
nucleotide polymerase inhibitors in preclinical development and has
licensed the use of its proprietary MSCRAMM® protein platform to
Pfizer for the development of a staphylococcal vaccine, which is
currently being evaluated in a Phase 1/2 clinical trial. For
additional information about the Company, please visit
www.inhibitex.com. Inhibitex®, MSCRAMM® and Aurexis® are registered
trademarks of Inhibitex, Inc.
Bristol-Myers Squibb Forward-Looking Statements
This press release contains "forward-looking statements"
relating to the acquisition of Inhibitex by Bristol-Myers Squibb
and the discovery, development and commercialization of certain
biological compounds. Such forward-looking statements are based on
current expectations and involve inherent risks and uncertainties,
including factors that could delay, divert or change any of them,
and could cause actual outcomes and results to differ materially
from current expectations. No forward-looking statement can be
guaranteed. Among other risks, there can be no guarantee that the
acquisition will be completed, or if it is completed, that it will
close within the anticipated time period or that the expected
benefits of the acquisition will be realized. The actual dilutive
impact on earnings per share in the near- and mid-term may differ
from the expected impact described in this release. In addition,
the compounds described in this release are subject to all the
risks inherent in the drug development process, and there can be no
assurance that these compounds will receive regulatory approval or
be commercially successful. Forward-looking statements in the press
release should be evaluated together with the many uncertainties
that affect Bristol-Myers Squibb's business, particularly those
identified in the cautionary factors discussion in Bristol-Myers
Squibb's Annual Report on Form 10-K for the year ended December 31,
2010, its Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K. Bristol-Myers Squibb undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new
information, future events, or otherwise.
Inhibitex Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve substantial risks and uncertainties. All statements,
other than historical facts included in this press release,
including statements regarding the timing and the closing of the
tender offer and merger transactions; the ability of Bristol-Myers
Squibb to complete the transactions considering the various closing
conditions; and any assumptions underlying any of the foregoing,
are forward looking statements. These intentions, expectations, or
results may not be achieved in the future and various important
factors could cause actual results or events to differ materially
from the forward-looking statements that Inhibitex makes, including
uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many of Inhibitex's stockholders will
tender their stock in the offer; the possibility that competing
offers may be made; the possibility that various closing conditions
to the transactions may not be satisfied or waived, including that
a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction; that there is a
material adverse change of Inhibitex; other business effects,
including the effects of industry, economic or political conditions
outside of the companies' control; transaction costs; actual or
contingent liabilities; as well as other cautionary statements
contained elsewhere herein and in time in the companies' periodic
reports filed with the Securities and Exchange Commission,
including current reports on Form 8-K, quarterly reports on Form
10-Q and annual reports on Form 10-K. Given these uncertainties,
you should not place undue reliance on these forward-looking
statements, which apply only as of the date of this press
release.
There may be events in the future that the companies are unable
to predict accurately, or over which they have no control.
Inhibitex’s business, financial condition, results of operations
and prospects may change. Inhibitex may not update these
forward-looking statements, even though its situation may change in
the future, unless it has obligations under the Federal securities
laws to update and disclose material developments related to
previously disclosed information. Inhibitex qualifies all of the
information contained in this press release, and particularly these
forward-looking statements, by these cautionary statements.
Additional Information
The tender offer described in this release has not yet
commenced, and this release is neither an offer to purchase nor a
solicitation of an offer to sell securities. At the time the tender
offer is commenced, Bristol-Myers Squibb will cause a new wholly
owned subsidiary, Inta Acquisition Corporation, to file with the
SEC a tender offer statement on Schedule TO. Investors and
Inhibitex shareholders are strongly advised to read the tender
offer statement (including an offer to purchase, letter of
transmittal and related tender offer documents) and the related
solicitation/recommendation statement on Schedule 14D-9 that will
be filed by Inhibitex with the SEC, because they will contain
important information. These documents will be available at no
charge on the SEC’s website at www.sec.gov. In addition, a copy of
the offer to purchase, letter of transmittal and certain other
related tender offer documents (once they become available) may be
obtained free of charge by directing a request to Bristol-Myers
Squibb at www.bms.com or Office of the Corporate Secretary, 345
Park Avenue, New York, New York 10154-0037. A copy of the tender
offer statement and the solicitation/recommendation statement will
be made available to all shareholders of Inhibitex free of charge
at www.inhibitex.com or by contacting Inhibitex, Inc. at 9005
Westside Parkway, Alpharetta, Georgia 30009, Telephone Number (678)
746-1100.
In addition to the offer to purchase, the related letter of
transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, Bristol-Myers Squibb and
Inhibitex file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by
Bristol-Myers Squibb or Inhibitex at the SEC public reference room
at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference
room. Bristol-Myers Squibb’s and Inhibitex's filings with the SEC
are also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at
www.sec.gov.
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