UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act Of 1934
Date of Report (Date of earliest event reported): February 13, 2012

BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)

 
					
Delaware	 	1-1136	 	22-079-0350	
(State or Other Jurisdiction
of Incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification Number)	
345 Park Avenue
New York, NY, 10154
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (212) 546-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

Item 8.01.	Other Events.	
On February 13, 2012, Bristol-Myers Squibb Company (the “Company”) announced the completion of the acquisition of all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Inhibitex, Inc., a Delaware corporation (“Inhibitex”), that were not already owned by the Company and its subsidiaries. The acquisition of the Shares was structured as a two-step transaction, with a cash tender offer by Inta Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (the “Purchaser”), for the Shares at a price of $26.00 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 13, 2012, and in the related Letter of Transmittal, each as amended and supplemented, filed by the Company and the Purchaser with the Securities and Exchange Commission on January 13, 2012, followed by the merger of Purchaser with and into Inhibitex. The press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
 
Item 9.01.	Financial Statements and Exhibits.	
 
 	(d)	Exhibits	

Exhibit No.	  	Description	
		
99.1	  	Press Release of Bristol-Myers Squibb Company dated February 13, 2012.	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 13, 2012

BRISTOL-MYERS SQUIBB COMPANY	
		
By:	 	/s/ Demetrios Kydonieos	
	 	Name:	 	Demetrios Kydoneios	
	 	Title:	 	Vice President, Strategy, Alliances & Transactions	

EXHIBIT INDEX

Exhibit No.	  	Description	
		
99.1	  	Press Release of Bristol-Myers Squibb Company dated February 13, 2012.	

Exhibit 99.1

Bristol-Myers Squibb Completes Acquisition of Inhibitex, Inc.
(NEW YORK, February 13, 2012) – Bristol-Myers Squibb Company (NYSE: BMY) announced today the successful completion of the tender offer by Bristol-Myers Squibb Company (“Bristol-Myers”) for all of the outstanding shares of common stock of Inhibitex, Inc. (NASDAQ: INHX) (“Inhibitex) at a purchase price of $26.00 per share. As of the expiration of the offer, 77,532,611 shares of common stock of Inhibitex were validly tendered and not withdrawn in the tender offer. As of the close of business on February 10, 2012, approximately 4,260,705 shares remained subject to guaranteed delivery procedures.
Today, Bristol-Myers Squibb acquired all of the remaining outstanding shares of Inhibitex common stock by means of a “short form merger” in which all such shares were converted into the right to receive $26.00 per share, in cash and without interest, less any applicable withholding taxes. Bristol-Myers Squibb intends to delist and de-register Inhibitex common stock as promptly as practicable following the effective time of the merger.
About Bristol-Myers Squibb
Bristol-Myers Squibb is a global biopharmaceutical company committed to discovering, developing and delivering innovative medicines that help patients prevail over serious diseases. For more information, please visit www.bms.com or follow us on Twitter at http://twitter.com/bmsnews .
Contacts
Bristol-Myers Squibb
Media: Sonia Choi, 609-252-5132, sonia.choi@bms.com ; Jennifer Fron Mauer, 609-252-6579, jennifer.mauer@bms.com 
Investors: Teri Loxam, 609-252-3368, teri.loxam@bms.com ; Timothy Power, 609-252-7509, timothy.power@bms.com