- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
November 16 2011 - 8:32AM
Edgar (US Regulatory)
Issuer
Free Writing Prospectus dated November 16, 2011
Filed Pursuant to Rule 433
Registration No. 333-177167
(Relating to Preliminary Prospectus Supplement dated November 15, 2011)
We have filed with the Securities and Exchange Commission (the SEC) a registration statement and
a preliminary prospectus supplement (together with the prospectus
dated October 14, 2011, the
Preliminary Prospectus) for the offering to which this communication relates. Before you invest,
you should read the Preliminary Prospectus (including the documents incorporated by reference
therein) and other documents we have filed with the SEC for more complete information about us and
this offering. You may get these documents for free by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, copies of the Preliminary Prospectus may be obtained from J.P. Morgan
Securities LLC via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or
by calling toll-free (866) 803-9204. References herein to we, us, our and Idenix refer to
Idenix Pharmaceuticals, Inc.
The following information supplements and updates the information contained in the Preliminary
Prospectus:
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Issuer
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Idenix Pharmaceuticals, Inc. (NASDAQ: IDIX)
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Common stock offered by Idenix
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9,393,416 shares of common stock.
In addition, we have granted the
underwriters a 30-day option to purchase
up to 1,409,013 additional shares
of common stock to cover over-allotments,
if any. Unless we specifically state
otherwise, all information in this issuer
free writing prospectus assumes that the
underwriter does not exercise this
over-allotment option.
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Common stock to be
outstanding after the
offering
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105,546,803 shares, based on
96,153,387 shares outstanding as of
September 30, 2011, which does not
include, as of that date:
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7,803,512 shares of common
stock issuable upon
the exercise of
stock options
outstanding as of
September 30, 2011
at a
weighted-average
exercise price of
$6.17 per share;
and
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an aggregate of
1,935,940 additional shares
of common stock
reserved for future
issuance as of
September 30, 2011
under our 2005
Stock Incentive
Plan, as amended.
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Public offering price
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$6.50 per share.
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Net proceeds to Idenix
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$57.2 million, after deducting underwriting
discounts and commissions and estimated offering
expenses payable by us.
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Pricing date
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November 16, 2011.
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Closing date
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November 21, 2011.
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Dilution
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Our net tangible book value as of September 30,
2011 was approximately $(11.3) million, or $(0.12) per share. If you purchase common stock in the
offering, you will incur an immediate and
substantial dilution in net tangible book value
of $6.07 per share, after giving effect to the
sale by us of 9,393,416 shares of common
stock in the offering at the public offering
price of $6.50 per share.
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Financial advisory fee
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Upon the closing of the
offering, we will pay MTS Securities, LLC a financial advisory fee
equal to $915,000.
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Sole book-running manager
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J.P. Morgan Securities LLC
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