UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Idenix Pharmaceuticals, Inc.
(Name of Subject Company)
Idenix Pharmaceuticals, Inc.
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
45166R204
(CUSIP Number of Class of Securities)
Ronald C. Renaud, Jr.
President and Chief Executive Officer
Idenix Pharmaceuticals, Inc.
320 Bent Street
Cambridge, Massachusetts 02141
(617) 995-9800
With copies to:
Francis J. Aquila
Krishna Veeraraghavan
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 4 (this “Amendment”) to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Idenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on June 20, 2014, relating to the tender offer by Imperial Blue Corporation, a Delaware corporation (“Merger Sub”), and Merck & Co., Inc., a New Jersey corporation (“Parent”),to purchase all of the issued and outstanding shares of the Company’s common stock, par value $0.001 per share, for $24.50 per share, net to the seller in cash, without interest, less any required withholding of taxes, if any, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 20, 2014, as amended, and the related Letter of Transmittal, copies of which are attached to the Tender Offer Statement on Schedule TO filed by Parent and Merger Sub with the SEC on June 20, 2014.
Except as otherwise set forth below, the information set forth in the Statement remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.
ITEM 8. | ADDITIONAL INFORMATION. |
Item 8 is hereby amended and supplemented by inserting the following paragraph after the first paragraph under the heading “Regulatory Approvals—French Financial and Monetary Code” on page 29 of the Statement:
“On July 10, 2014, the parties obtained confirmation from the Ministry of Economy, which was in form and substance reasonably satisfactory to Parent, that Articles L151-3 and R153-1et seq. (as modified by Decree n°2014-479 of May 14, 2014) of the French Financial and Monetary Code do not apply to the transactions contemplated by the Merger Agreement and that such transactions contemplated by the Merger Agreement are therefore not subject to prior authorization of the Ministry of Economy.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.
IDENIX PHARMACEUTICALS, INC. | ||||||
Dated: July 11, 2014 | By: | /s/ Ronald C. Renaud, Jr. | ||||
Name: | Ronald C. Renaud, Jr. | |||||
Title: | President and Chief Executive Officer (Principal Executive Officer) |