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. 5)
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. 5 (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 as the fourth paragraph under the heading “Regulatory Approvals—Antitrust” on page 29 of the Statement:
“At 11:59 p.m., Eastern time, on July 18, 2014, the required waiting period applicable to the Offer and the Merger under the HSR Act expired. Accordingly, the condition of the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied.”
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 21, 2014 | By: | /s/ Ronald C. Renaud, Jr. | ||||
| Name: | Ronald C. Renaud, Jr. | |||||
| Title: | President and Chief Executive Officer (Principal Executive Officer) | |||||