Bristol-Myers Squibb to Acquire Inhibitex

NEW YORK PRINCETON, N.J. ATLANTA, Jan 07, 2012 (BUSINESS WIRE) –
–Builds on Company’s Strong Legacy and Commitment in Virology

–Enhances Company’s Broad HCV Portfolio with Addition of INX-189, a potent NS5B Nucleotide

Bristol-Myers
Squibb Company


/quotes/zigman/220498/quotes/nls/bmy BMY
+0.18%



and Inhibitex,
Inc.


/quotes/zigman/92379/quotes/nls/inhx INHX
+2.49%



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, RD, 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(R) 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(R), MSCRAMM(R) andAurexis(R)
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 .

SOURCE: Bristol-Myers Squibb Company

        Bristol-Myers Squibb
        Media:
        Sonia Choi, 609-252-5132
        sonia.choi@bms.com
        Jennifer Fron Mauer, 609-252-6579
        jennifer.mauer@bms.com
        or
        Investors:
        Teri Loxam, 609-252-3368
        teri.loxam@bms.com
        Timothy Power, 609-252-7509
        timothy.power@bms.com
        or
        Inhibitex:
        Investors:
        The Trout Group
        Lee M. Stern, CFA, 646-378-2922
        lstern@troutgroup.com

Copyright Business Wire 2012

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