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IDENIX PHARMACEUTICALS INC FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year

August 5, 2014



Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note above, on August 4, 2014, Merger Sub accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Expiration Date and on August 5, 2014, paid for such Shares. Shortly thereafter, the Merger was completed pursuant to Section 251(h) of the DGCL, with no stockholder vote required to consummate the Merger. At the effective time of the Merger, the Company became a wholly owned subsidiary of Parent. As a result, a change of control of the Company occurred.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The foregoing description of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or

Standard; Transfer of Listing.

On August 5, 2014, in connection with the consummation of the Offer and the Merger, the Company (i) notified the NASDAQ Stock Market ("NASDAQ") of the consummation of the Merger and (ii) requested that NASDAQ file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Trading of Shares on the NASDAQ was suspended as of the close of trading on August 5, 2014. The

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Company also intends to file with the SEC a Form 15 requesting that the Company's reporting obligations under Section 13 and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Change in Control of Registrant.

The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

In connection with the Merger and as contemplated by the Merger Agreement, each of Ronald C. Renaud, Jr., Wayne T. Hockmeyer, Thomas R. Hodgson, Tamar D. Howson, Denise Pollard-Knight, Charles A. Rowland, Jr. and Michael Wyzga tendered their respective resignations as directors from the Company's board of directors (the "Board") and from all committees of the Board on which such directors served, effective as of the effective time of the Merger.

In accordance with the terms of the Merger Agreement, the directors of Merger Sub at the effective time of the Merger were appointed as directors of the Company from and after the effective time of the Merger.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

In connection with the consummation of the Merger, the Company's certificate of incorporation, as amended or restated, and its bylaws, as amended or restated, were each amended and restated in their entirety at the effective time of the Merger to be identical to the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger. Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.

Item 9.01 Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of June 8, 2014, by and among the Company, Merck & Co., Inc. and Imperial Blue Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company with the Securities and Exchange Commission on June 9, 2014). 3.1 Restated Certificate of Incorporation of Idenix Pharmaceuticals, Inc. 3.2 Third Amended and Restated Bylaws of Idenix Pharmaceuticals, Inc.



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