Introductory Statement
This Amendment No. 9 (this Amendment) amends the Schedule 13D initially filed with the Securities and Exchange Commission on August 6, 2004, as previously amended on September 7, 2005, November 2, 2005, May 20, 2009, June 18, 2010, April 20, 2011, December 15, 2011, August 10, 2012 and February 14, 2014 (the Original Schedule 13D) relating to shares of the Common Stock, $0.001 par value per share (the Common Stock), of Idenix Pharmaceuticals, Inc., a Delaware corporation (the Issuer). All information reported in the Original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment. 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 4.
|
Purpose of Transaction
|
No change except as described below.
Board of Directors
On March 28, 2014, Mr. Anthony Rosenberg, a designee of Novartis Pharma AG (Novartis Pharma) to the Issuers board of directors under the Restated Stockholders Agreement, submitted his resignation from the Issuers board of directors, effective immediately prior to the Issuers 2014 Annual Meeting of Stockholders (including any adjournment thereof) scheduled for June 5, 2014. As of the date hereof, Novartis Pharma does not intend to designate a replacement candidate for Mr. Rosenberg but it retains the right to do so under the Restated Stockholders Agreement.
Item 5.
|
Interest in Securities of the Issuer
|
The disclosure in Item 5(a)-(b) of the Original Schedule 13D is hereby amended as follows.
Novartis AG (Novartis) and Novartis Pharma disclaim beneficial ownership of the 71,500 shares that Novartis Pharma had the right to acquire under the Restated Stockholders Agreement. This disclaimer is based on the waiver by Novartis Pharma of such right in respect of such shares.
Novartis Pharma is the record and beneficial owner of 33,320,674 shares of Common Stock shares of Common Stock, representing 22.1% of the outstanding shares of Common Stock. 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 owned of record by it.
Novartis is the beneficial owner of all shares of Common Stock beneficially owned by Novartis Pharma and has shared power to vote or direct the vote and shared power to dispose of or to direct the disposition of all shares of Common Stock as to which Novartis Pharma has such right or rights.
4
SCHEDULE I for Form 13-D/A
DIRECTORS AND EXECUTIVE OFFICERS OF
NOVARTIS AG AND NOVARTIS PHARMA AG
DIRECTORS AND 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, (i) each occupation set forth opposite an individuals name refers to employment with Novartis AG and (ii) the business address of each director and executive officer of Novartis AG is Novartis Campus, Lichtstrasse 35, CH-4056, Basel, Switzerland.
Name
|
|
Relationship to Novartis
AG
|
|
Principal Occupation
|
|
Citizenship
|
|
|
|
|
|
|
|
Joerg Reinhardt, Ph.D.
|
|
Chairman of the Board of Directors
|
|
Chairman of the Board of Directors
|
|
German
|
|
|
|
|
|
|
|
Ulrich Lehner, Ph.D.
|
|
Vice-Chairman of the Board of Directors
|
|
Member of Shareholders Committee of Henkel AG & Co. KGaA
|
|
German
|
|
|
|
|
|
|
|
Enrico Vanni, Ph.D.
|
|
Director
|
|
Independent Consultant
|
|
Swiss
|
|
|
|
|
|
|
|
Dimitri Azar, M.D., MBA
|
|
Director
|
|
Dean of the College of Medicine and Professor of Ophthalmology, Bioengineering and Pharmacology at the University of Illinois
|
|
American
|
|
|
|
|
|
|
|
Verena A. Briner, M.D.
|
|
Director
|
|
Professor of internal medicine at the University of Basel and Chief Medical Officer; Head of the Department of Medicine at the Lucerne Cantonal Hospital
|
|
Swiss
|
|
|
|
|
|
|
|
Srikant Datar, Ph.D.
|
|
Director
|
|
Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University
|
|
American
|
|
|
|
|
|
|
|
Ann Fudge
|
|
Director
|
|
Member of the Board of General Electric Company
|
|
American
|
|
|
|
|
|
|
|
Pierre Landolt, Ph.D.
|
|
Director
|
|
Chairman of the Sandoz Family Foundation
|
|
Swiss
|
|
|
|
|
|
|
|
Andreas von Planta, Ph.D.
|
|
Director
|
|
Partner at Lenz & Staehelin
|
|
Swiss
|
|
|
|
|
|
|
|
Charles L. Sawyers, M.D.
|
|
Director
|
|
Chair of the Human Oncology and Pathogenesis Program at Memorial Sloan-Kettering Cancer Center; Professor of Medicine and of Cell and Developmental Biology at the Weill Cornell Graduate School of Medical Sciences
|
|
American
|
|
|
|
|
|
|
|
William T. Winters
|
|
Director
|
|
Chairman and CEO of Renshaw Bay, an alternative asset management and advisory company based in London
|
|
British
|
|
|
|
|
|
|
|
Joseph Jimenez
|
|
Member of the Executive Committee; Chief Executive Officer
|
|
Member of the Executive Committee, Chief Executive Officer
|
|
American
|
|
|
|
|
|
|
|
Steven Baert
|
|
Member of the Executive Committee; Head of
|
|
Member of the Executive Committee, Head of Human Resources
|
|
Belgian
|
6
|
|
Human Resources
|
|
|
|
|
|
|
|
|
|
|
|
Kevin Buehler
|
|
Member of the Executive Committee; Head of Alcon Division
|
|
Member of the Executive Committee; Head of Alcon Division; 6201 South Freeway Fort Worth, TX 76134, USA
|
|
American
|
|
|
|
|
|
|
|
Felix Ehrat, Ph.D.
|
|
Member of the Executive Committee; General Counsel
|
|
Member of the Executive Committee; General Counsel; Novartis Campus
|
|
Swiss
|
|
|
|
|
|
|
|
David Epstein
|
|
Member of the Executive Committee; Head of Novartis Pharmaceuticals Division
|
|
Member of the Executive Committee; Head of Novartis Pharmaceuticals Division
|
|
American
|
|
|
|
|
|
|
|
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; 250 Massachusetts Avenue Cambridge, MA 02139, USA
|
|
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
|
|
|
|
|
|
|
|
Harry Kirsch
|
|
Member of the Executive Committee; Chief Financial Officer
|
|
Member of the Executive Committee; Chief Financial Officer
|
|
German
|
|
|
|
|
|
|
|
Brian McNamara
|
|
Member of the Executive Committee; Head of Novartis OTC Division
|
|
Member of the Executive Committee; Head of Novartis OTC Division; 200 Kimball Drive Parsippany, NJ 07054-0622, USA
|
|
American
|
|
|
|
|
|
|
|
Andrin Oswald
|
|
Member of the Executive Committee; Head of Vaccines and Diagnostics Division
|
|
Member of the Executive Committee; Head of Vaccines and Diagnostics Division; 350 Massachusetts Avenue, Cambridge, MA 02139, USA
|
|
Swiss
|
DIRECTORS AND 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, (i) each occupation set forth opposite an individuals name refers to employment with Novartis Pharma AG and (ii) the business address of each director and executive officer of Novartis Pharma AG is Novartis Campus, Lichtstrasse 35, CH-4056, Basel, Switzerland.
Name
|
|
Relationship to Novartis
Pharma AG
|
|
Principal Occupation
|
|
Citizenship
|
|
|
|
|
|
|
|
Joerg Reinhardt, Ph.D.
|
|
President of the Board of Directors
|
|
Chairman of the Board of Directors of Novartis AG
|
|
German
|
|
|
|
|
|
|
|
Felix Ehrat, Ph.D.
|
|
Member of the Board of Directors
|
|
General Counsel of Novartis AG
|
|
Swiss
|
|
|
|
|
|
|
|
Harry Kirsch
|
|
Member of the Board of Directors
|
|
Chief Financial Officer of Novartis AG
|
|
German
|
|
|
|
|
|
|
|
David Epstein
|
|
Head of Novartis Pharmaceuticals Division
|
|
Head of Novartis Pharmaceuticals Division
|
|
American
|
7