Bristol-Myers Squibb and Inhibitex have announced they 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.
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.
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See further deal information at Current Agreements (subscription required)