UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

*SEE INSTRUCTIONS

 

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*SEE INSTRUCTIONS

 

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Item 1. Security and Issuer

 

This Amendment No. 6 to Schedule 13D (this “Amendment”) amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission on July 27, 2004, as previously amended on September 7, 2005, November 2, 2005, May 20, 2009, June 18, 2010 and April 20, 2011 (the “Original Schedule 13D”) relating to Common Stock (the “Common Stock”), par value $0.001 per share, of Idenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”).  The address of the Company’s principal executive offices is 60 Hampshire Street, Cambridge, Massachusetts 02139.

 

Except as otherwise described herein, the information contained in the Original Schedule 13D remains in effect.  Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Original Schedule 13D.

 

Item 2. Identity and Background

 

No change except as described below.

 

(a) - (c) and (f) The name, business address, present principal occupation or employment and citizenship of the executive officers and members of the Board of Directors of each of the Reporting Persons is set forth on Schedule I hereto and is incorporated herein by reference.

 

(d) and (e) Neither the Reporting Persons nor, to the best knowledge of each of them, any of the persons listed on Schedule I hereto with respect to each such Reporting Person during the last five years, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

No change except as described below.

 

Novartis Pharma acquired the following shares of Common Stock pursuant to the exercise of stock subscription rights under the Stockholders Agreement:

 

On November 22, 2011, Novartis Pharma acquired 11,236 shares of Common Stock for $2.41 per share or an aggregate of $27,078.76.

 

On November 22, 2011, Novartis Pharma acquired 6,476 shares of Common Stock for $2.96 per share or an aggregate of $19,168.96.

 

On November 22, 2011, Novartis Pharma acquired 1,146 shares of Common Stock for $3.17 per share or an aggregate of $3,632.82.

 

On November 22, 2011, Novartis Pharma acquired 140 shares of Common Stock for $3.79 per share or an aggregate of $530.60.

 

On November 22, 2011, Novartis Pharma acquired 20,288 shares of Common Stock for $4.70 per share or an aggregate of $95,353.60.

 

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On November 22, 2011, Novartis Pharma acquired 2,107 shares of Common Stock for $5.11 per share or an aggregate of $10,766.77.

 

On November 22, 2011, Novartis Pharma acquired 9,197 shares of Common Stock for $5.46 per share or an aggregate of $50,215.62.

 

The source of funds for these acquisitions was Novartis Pharma’s working capital.

 

Item 4. Purpose of Transaction

 

No change except as described below.

 

On November 21, 2011, the Company closed a public offering (the “Public Offering”) of 9,393,416 shares of Common Stock at a price per share of $6.50.  As a result of the Public Offering, Novartis Pharma’s record and beneficial ownership (and Novartis’ beneficial ownership) of Common Stock was reduced to 31.5% of the outstanding shares of Common Stock.  The underwriter has a 30-day over-allotment option (the “Over-Allotment Option”) from November 16, 2011 to purchase up to an additional 1,409,013 shares of Common Stock.  If the Over-Allotment Option is exercised, assuming no changes in Novartis Pharma’s or Novartis’ ownership of Common Stock and no other changes in the number of outstanding shares of Common Stock, Novartis Pharma will be the record and beneficial owner (and Novartis will be the beneficial owner) of 31.1% of the outstanding shares of Common Stock.  The foregoing ownership percentages give effect to the acquisitions of Common Stock by Novartis Pharma on November 22, 2011, as described in Item 3.

 

Novartis Pharma has the right under the Stockholders Agreement to approve new issuances of Common Stock by the Company (subject to certain exceptions) and to purchase a pro rata portion of such new Common Stock.  On November 4, 2011, the Company and Novartis Pharma entered into a General Waiver and Consent, pursuant to which Novartis Pharma approved the Public Offering and waived its rights under the Stockholders Agreement to purchase its pro rata portion of the shares of Common Stock issued in the Public Offering.

 

The description of the Stockholders Agreement is qualified by reference to the full text thereof, which is included as an exhibit to the Original Schedule 13D and incorporated herein by reference.

 

Item 5. Interest In Securities of the Issuer

 

No change except as described below.

 

(a) and (b)  Novartis is the beneficial owner of 33,235,781 shares of Common Stock representing 31.5% of the outstanding shares of Common Stock (31.1% if the Over-Allotment Option is exercised), all of which shares are owned directly by Novartis Pharma. Novartis has shared power to vote or direct the vote and shared power to dispose or to direct the disposition of all shares of Common Stock beneficially owned by it.

 

Novartis Pharma is the record and beneficial owner of 33,235,781 shares of Common Stock, representing 31.5% of the outstanding shares of Common Stock (31.1% if the Over-Allotment

 

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Option is exercised).  Novartis Pharma has shared power to vote or direct the vote and shared power to dispose or to direct the disposition of all shares of Common Stock beneficially owned by it.

 

To the best knowledge of each of the Reporting Persons, none of the persons listed on Schedule I hereto with respect to such Reporting Person is the beneficial owner of any shares of Common Stock.

 

(c) Except for the transactions described in Item 3 neither the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, any of the persons listed on Schedule I has engaged in any transaction in the Common Stock in the past 60 days.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Novartis Pharma has agreed in a lock-up agreement (the “Lock-Up Agreement”) entered into on November 15, 2011 with J.P. Morgan Securities LLC (“J.P. Morgan”), as underwriter of the Public Offering, not to (i) sell or otherwise dispose of or transfer, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for Common Stock, (ii) enter into any hedging agreements with respect to the Common Stock or such other securities or (iii) demand registration of the Common Stock with the Securities and Exchange Commission, during a 60-day period after the date of the prospectus relating to the Public Offering.  Novartis Pharma is permitted to sell, transfer or hedge sooner, subject to certain conditions, in the following circumstances:

 

·                  with written consent of J.P. Morgan;

 

·                  as a bona fide gift, provided the donee agrees to be bound by the lock-up restriction;

 

·                  pursuant to the exercise of any option to purchase shares of Common Stock, provided that the underlying shares of Common Stock continue to be subject to the lock-up restriction;

 

·                  with respect to shares of Common Stock acquired in open market transactions after the completion of the Public Offering; and

 

·                  transfers to Affiliates (as defined in Rule 12b-2 of the Exchange Act) or transfers by or on behalf of any employee benefit plan maintained by Novartis Pharma or its Affiliates, provided the transferee agrees to be bound by the lock-up restriction.

 

The description of the Lock-Up Agreement is qualified by reference to the full text thereof, which is included as an exhibit hereto and incorporated herein by reference.

 

Item 7. Material to Be Filed as Exhibits

 

No change except for the additional exhibit described below.

 

Exhibit 1                                             Lock-Up Agreement, dated as of November 15, 2011, by and between J.P. Morgan Securities LLC and Novartis Pharma.

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:    December 15, 2011

 

	NOVARTIS AG
		By:	/s/ Jonathan Symonds
		Name: Jonathan Symonds
		Title:   Chief Financial Officer
		By:	/s/ Felix R. Ehrat
		Name: Felix R. Ehrat
		Title:   Group General Counsel
	NOVARTIS PHARMA AG
		By:	/s/ Paul D. Burns
		Name: Paul D. Burns
		Title:   General Counsel, Pharma
		By:	/s/ Matt Owens
		Name: Matt Owens
		Title:   Senior Legal Counsel

 

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SCHEDULE I - to Form 13-D/A

 

DIRECTORS AND EXECUTIVE OFFICERS OF

NOVARTIS AG AND NOVARTIS PHARMA AG

 

DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS AG

 

The name, address, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis AG are set forth below. Unless otherwise indicated below, each occupation set forth opposite an individual’s name refers to employment with Novartis AG.

 

Name		Relationship to Novartis AG		Principal Occupation		Citizenship
Daniel L. Vasella, M.D		Chairman of the Board of Directors		Chairman of the Board of Directors		Swiss
Ulrich Lehner, Ph.D.		Vice Chairman of the Board of Directors		Member of Shareholder’s Committee of Henkel AG & Co. KGaA, manufacturer and vendor of consumer products; Henkelstrasse 67, 40191 Düsseldorf, Germany		German
William R. Brody, M.D., Ph.D.		Director		President of the Salk Institute for Biological Studies, 10010 North Torrey Pines Road, La Jolla, CA 92037, USA		American
Srikant Datar, Ph.D.		Director		Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University Harvard Business School, Soldiers Field, Boston, MA 02163, USA		American
Ann Fudge		Director		Member of the Board of General Electric Company, diversified technology, media, and financial services corporation; 3135 Easton Turnpike, Fairfield, CT 06828, USA		American

 

 

Pierre Landolt		Director		Chairman of the Sandoz Family Foundation; 85 Avenue Général-Guisan, CH-1009 Pully, Switzerland		Swiss
Enrico Vanni, Ph.D.		Director		Novartis International AG Novartis Campus, 4002 Basel Switzerland		Swiss
Andreas von Planta, Ph.D.		Director		Partner at the law firm of Lenz & Staehelin; Route de Chêne 30, CH-1211 Geneva 17, Switzerland		Swiss
Dr. Ing. Wendelin Wiedeking		Director		Novartis International AG Novartis Campus, 4002 Basel Switzerland		German
Marjorie M. Yang		Director		Chairman of the Esquel Group, textile and apparel manufacturer; The Esquel Group, 12/F, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong, People’s Republic of China		Chinese
Rolf M. Zinkernagel, M.D.		Director		Institute of Experimental Immunology, University of Zurich, Schmelzbergstrasse 12, CH-8091 Zurich, Switzerland		Swiss
Joseph Jimenez		Member of the Executive Committee, Chief Executive Officer		Member of the Executive Committee, Chief Executive Officer		American
Jürgen Brokatzky-Geiger, Ph.D.		Member of the Executive Committee, Head of Human Resources		Member of the Executive Committee, Head of Human Resources		German
Kevin Buehler		Member of the Executive Committee, Head of Alcon Division		Member of the Executive Committee, Head of Alcon Division		American
David Epstein		Member of the Executive Committee, Head of Novartis Pharmaceuticals Division		Member of the Executive Committee, Head of Novartis Pharmaceuticals Division		American

 

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Mark C. Fishman, M.D.		Member of the Executive Committee, President of the Novartis Institutes for BioMedical Research		Member of the Executive Committee, President of the Novartis Institutes for BioMedical Research		American
Jeff George		Member of the Executive Committee; Head of Sandoz Division		Member of the Executive Committee; Head of Sandoz Division		American
George Gunn, MRCVS		Member of the Executive Committee; Head of Novartis Animal Health Division		Member of the Executive Committee; Head of Novartis Animal Health Division		British
Andrin Oswald, M.D.		Member of the Executive Committee, Head of Novartis Vaccine and Diagnostics Division		Member of the Executive Committee, Head of Novartis Vaccine and Diagnostics Division		Swiss
Jonathan Symonds		Member of the Executive Committee, Chief Financial Officer		Member of the Executive Committee, Chief Financial Officer		British

 

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DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS PHARMA AG

 

The name, address, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis Pharma AG are set forth below. Unless otherwise indicated below, each occupation set forth opposite an individual’s name refers to employment with Novartis Pharma AG.

 

Name		Relationship to Novartis Pharma AG		Principal Occupation		Citizenship
Daniel L. Vasella, M.D. Director		Chairman of the Board of Directors		Chairman of the Board of Directors of Novartis AG		Swiss
Joseph Jimenez Director		Member of the Board of Directors		Chief Executive Officer of Novartis AG		American
Jonathan Symonds Director		Member of the Board of Directors		Chief Financial Officer of Novartis AG		British
Felix R. Ehrat, PhD		Member of the Board of Directors		Permanent Attendee of the Executive Committee, General Counsel of Novartis AG		Swiss

 

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JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Idenix Pharmaceuticals, Inc., a Delaware corporation.

 

 

Date: December 15, 2011

 

 

	NOVARTIS AG
		By:	/s/ Jonathan Symonds
		Name: Jonathan Symonds
		Title:   Chief Financial Officer
		By:	/s/ Felix R. Ehrat
		Name: Felix R. Ehrat
		Title:   Group General Counsel
	NOVARTIS PHARMA AG
		By:	/s/ Paul D. Burns
		Name: Paul D. Burns
		Title:   General Counsel, Pharma
		By:	/s/ Matt Owens
		Name: Matt Owens
		Title:   Senior Legal Counsel

 

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Exhibit 1

 

LOCK-UP AGREEMENT

 

November l5, 2011

 

J.P. MORGAN SECURITIES LLC

383 Madison Avenue

New York, NY 10179

 

Re:      Idenix Pharmaceuticals, Inc. — Public Offering

 

Ladies and Gentlemen:

 

The undersigned understands that you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Idenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by J.P. Morgan Securities LLC (the “Underwriter”), of common stock, $0.001 par value, of the Company (the “Securities”).

 

In consideration of the Underwriter’s agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of J.P. Morgan Securities LLC, the undersigned will not, during the period ending 60 days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (other than the exercise of “piggyback” registration rights to the extent the Company initiates a registration), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as a bona fide gift or gifts, (C) the exercise of any option to purchase shares of Common Stock, provided that the underlying Common Stock continues to be subject to the restrictions set forth above, (D) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (E) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the immediate family of the undersigned, to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of the immediate family of the undersigned or to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held exclusively by the undersigned and/or a member or members of the immediate family of the undersigned, (F) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock upon death by will or intestate succession, (G) the entry into any trading plan established pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), provided that no sales or other dispositions may occur under such plan until the expiration of the 60-day restricted period and that no filing or other public announcement, whether under the Exchange Act or otherwise, shall be required or shall be made by the undersigned or the Company in connection with the trading plan during such restricted period and, before the trading plan is established, the Company shall have provided to J.P Morgan Securities LLC written

 

 

confirmation that no such filing or public announcement shall be required or shall be made by the Company in connection with the trading plan during such period and (H) if the undersigned is an entity, transfers of shares of Common Stock or other securities to an Affiliate (as defined in Rule 12b-2 under the Exchange Act) and/or transfers by or on behalf of any employee benefit plan maintained by the undersigned or an Affiliate; provided, further, that in the case of any transfer or distribution pursuant to clause (B), (E), (F) or (H), each donee, distributee or transferee shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (D), (E), (F) or (H), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 60-day period referred to above). Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

 

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

 

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

 

The undersigned understands that, if the Underwriting Agreement does not become effective prior to December 31, 2011, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriter is entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

 

This Letter Agreement and the undersigned’s obligations hereunder are conditioned upon and shall have no force or effect unless all executive officers and directors of the Company on the date hereof have executed a letter agreement in the same form.

 

This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

 

	Very truly yours,
	NOVARTIS PHARMA AG
	By:	/s/ Paul D. Burns
		Name: Paul D. Burns
		Title:  General Counsel, Pharma
	By:	/s/ Matt Owens
		Name: Matt Owens
		Title:   Senior Legal Counsel