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Bristol-Myers Squibb Announces Successful Completion of Cash Tender Offer for Shares of Inhibitex, Inc.
  NEW YORK-- (NYSE: BMY) Feb 13 2012. BMS announced today the successful completion of the tender offer by Bristol-Myers Squibb Company ("Bristol-Myers") for all of the outstanding shares of common stock of Inhibitex, Inc. (NASDAQ: INHX) ("Inhibitex") at a purchase price of $26.00 per share. The tender offer expired at midnight, New York City time, on February 10, 2012. As of the expiration of the offer, 77,532,611 shares of common stock of Inhibitex were validly tendered and not withdrawn in the tender offer. All of such shares have been accepted for payment in accordance with the terms of the tender offer.

As a result of the tender offer, Bristol-Myers now owns, together with its affiliates, approximately 91% of the outstanding shares of Inhibitex, which will allow Bristol-Myers to complete and close the merger and acquisition of Inhibitex today without stockholder approval. Upon completion of the merger, Inhibitex will become a wholly-owned subsidiary of Bristol-Myers. All outstanding shares of common stock of Inhibitex, other than shares held by Bristol-Myers or Inhibitex in treasury or shares held by Inhibitex's stockholders who are entitled to and properly exercise appraisal rights under Delaware law, will be canceled and converted into the right to receive cash equal to the $26.00 offer price per share without interest thereon and less any applicable withholding taxes. In addition, upon completion of the merger, the common stock of Inhibitex will cease to be traded on the NASDAQ Stock Market.

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Bristol-Myers completes Inhibitex tender offer

Business Week



Bristol-Myers Squibb Co. said Monday that it's completed its tender offer for the stock of Inhibitex Inc., a drug developer that Bristol is buying for $2.5 billion as part of its strategy to become a player in the hot hepatitis C drug market.

New York-based Bristol-Myers said it now has about 91 percent of outstanding shares of Inhibitex, after buying just over 77.5 million shares through midnight Friday for $26 each.

That's the last step before the merger can be executed. A Bristol-Myers spokeswoman on Monday said the company is working to quickly complete the deal but could not say when it will close.

When that happens, remaining Inhibitex shares will be canceled, their owners will be able to receive $26 per share and Inhibitex will become a wholly owned subsidiary of Bristol-Myers.

Earlier in February, the federal antitrust review period under the Hart-Scott-Rodino Antitrust act expired, satisfying a key condition of the offer.

Bristol-Myers is an important maker of medicines for viruses, including Baraclude for hepatitis B and several HIV drugs, but has nothing for hepatitis C at a time when more patients need treatment. Over 3 million Americans have the blood-borne, tough-to-treat disease, which can go undetected for many years until the liver is severely damaged. More people will be diagnosed as the baby boomer generation ages.

After a two-decade drought, the first two new hepatitis C drugs were approved last year: Victrelis from Merck & Co. and Incivek, marketed by partners Vertex Pharmaceuticals Inc. and Johnson & Johnson. Both significantly improve the cure rate over what has long been the standard of care -- a mix of injections and pills with nasty, flu-like side effects that takes several months and still doesn't cure many patients.

Last month, Bristol-Myers CEO Lamberto Andreotti said his company has four experimental hepatitis C drugs in development that could be a big improvement over the pills-and-shots regimen. The Bristol compounds might also be combined with those of Inhibitex to produce an even more-effective treatment.

Inhibitex has three experimental drugs in midstage human testing, including INX-189, for treating chronic hepatitis C infections. The other two compounds are FV-100, for reducing the pain caused by shingles, and Aurexis, a biologic antibody-based drugs for treating dangerous staph infections in the blood.

Inhibitex also has other potential hepatitis C treatments in laboratory testing, and has a proprietary technology that it's licensed to Pfizer Inc. for developing a possible staph vaccine.

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