Pfizer Announces Expiration of Subsequent Offering Period and Completion of Tender Offer for Shares of Icagen, Inc.
September 20 2011 - 8:00AM
Business Wire
Pfizer Inc. (NYSE: PFE) (“Pfizer”) and Icagen, Inc. (NASDAQ:
ICGN) (“Icagen”) announced today the expiration of the subsequent
offering period of the cash tender offer by Pfizer’s wholly-owned
subsidiary, Eclipse Acquisition Corp. (“Eclipse”), for all of the
outstanding shares of common stock of Icagen for $6.00 per share,
paid to the seller in cash, without interest thereon, less any
applicable withholding and transfer taxes.
The subsequent offering period expired at 6:00 p.m., New York
City time, on Monday, September 19, 2011. American Stock Transfer
& Trust Company, LLC, the depositary for the tender offer, has
indicated that as of 6:00 p.m. on September 19, 2011, a total of
5,393,380 shares of Icagen’s common stock had been validly tendered
and not withdrawn pursuant to the tender offer during the initial
offering period and the subsequent offering period. In addition,
Pfizer already owns 1,067,015 shares of Icagen’s common stock,
which when added to the number of validly tendered shares that have
not been withdrawn pursuant to the tender offer represents
approximately 70.2% of the outstanding shares of Icagen.
Pursuant to the terms of the previously announced Agreement and
Plan of Merger, dated as of July 20, 2011, among Pfizer, Icagen,
and Eclipse (the “Merger Agreement”), Pfizer will carry out a
second-step merger as a result of which Icagen will become a
wholly-owned subsidiary of Pfizer. The second-step merger and
completion of the acquisition of Icagen will be completed following
approval and adoption of the Merger Agreement at a meeting of
Icagen stockholders to be held as soon as is practicable. As a
result of the purchase of shares in the tender offer, Pfizer has
sufficient voting power to approve the merger without the
affirmative vote of any other Icagen stockholder.
Pursuant to the terms of the Merger Agreement, all remaining
publicly held shares of Icagen common stock outstanding immediately
prior to the effective time of the merger (other than shares held
by holders who properly exercise their appraisal rights under
applicable Delaware law) will be converted into the right to
receive $6.00 per share, paid in cash, without interest thereon,
less any applicable withholding and transfer taxes. This is the
same price per share that was paid to the stockholders tendering
shares in the tender offer. Upon the closing of the merger, Icagen
will become a wholly-owned subsidiary of Pfizer and Icagen’s common
stock will cease to be listed on the NASDAQ Global Market (unless
such common stock is delisted prior to the merger). Information
regarding the merger is being mailed to Icagen shareholders who did
not tender their shares in the tender offer and, following
completion of the merger, instructions will be mailed to those
shareholders outlining the steps to be taken to obtain the merger
consideration.
Questions and requests for assistance regarding the tender offer
may be directed to the Information Agent for the offer, Morrow
& Co., LLC at (800) 276-3011 or (203) 658-9400.
Pfizer Inc.: Working together for a healthier world™
At Pfizer, we apply science and our global resources to improve
health and well-being at every stage of life. We strive to set the
standard for quality, safety and value in the discovery,
development and manufacturing of medicines for people and animals.
Our diversified global health care portfolio includes human and
animal biologic and small molecule medicines and vaccines, as well
as nutritional products and many of the world’s best-known consumer
products. Every day, Pfizer colleagues work across developed and
emerging markets to advance wellness, prevention, treatments and
cures that challenge the most feared diseases of our time.
Consistent with our responsibility as the world’s leading
biopharmaceutical company, we also collaborate with health care
providers, governments and local communities to support and expand
access to reliable, affordable health care around the world. For
more than 150 years, Pfizer has worked to make a difference for all
who rely on us. To learn more about our commitments, please visit
us at www.pfizer.com.
About Icagen
Icagen, Inc. is a biopharmaceutical company based in Research
Triangle Park, North Carolina, focused on the discovery,
development and commercialization of novel orally-administered
small molecule drugs that modulate ion channel targets. Utilizing
its proprietary know-how and integrated scientific and drug
development capabilities, Icagen has identified multiple drug
candidates that modulate ion channels. The Company is conducting
research and development activities in a number of disease areas,
including epilepsy, pain and inflammation. The Company has two
clinical stage programs in epilepsy and pain. To learn more about
Icagen, please visit our website at www.icagen.com.
DISCLOSURE NOTICE: This release contains "forward-looking
statements" related to Pfizer, Icagen and the acquisition of Icagen
by Pfizer that are not historical facts. Pfizer and Icagen have
identified some of these forward-looking statements with words like
"believe," "may," "could," "would," "might," "possible," "will,"
"should," "expect," "intend," "plan," "anticipate," or "continue,"
the negative of these words, other terms of similar meaning or the
use of future dates. Investors and security holders are cautioned
not to place undue reliance on these forward-looking statements.
Actual results could differ materially from those currently
anticipated due to a number of risks and uncertainties.
Risks and uncertainties related to the acquisition of Icagen by
Pfizer that could cause results to differ from expectations
include: the effects of disruption from the transaction and the
fact that the announcement of the transaction may make it more
difficult to maintain relationships with employees, and other
business partners; the risk of shareholder litigation, including
the disposition of currently pending litigation, in connection with
the transaction and the related significant costs of defense,
indemnification and liability; other business effects, including
the effects of industry, economic, political or regulatory
conditions outside of Pfizer's and Icagen's control; transaction
costs; and actual or contingent liabilities.
Forward-looking statements in this release should be evaluated
together with other risks and uncertainties discussed in Pfizer's
and Icagen's filings with the U.S. Securities and Exchange
Commission (the "SEC"), including the "Risk Factors" sections of
Pfizer's and Icagen's most recent annual report on Form 10-K and
subsequent quarterly reports on Form 10-Q, as well as the tender
offer documents filed by Eclipse Acquisition Corp., a subsidiary of
Pfizer, and the Solicitation/Recommendation Statement filed by
Icagen, each as amended. Neither Pfizer nor Icagen undertakes any
obligation to update any forward-looking statements as a result of
new information, future developments or otherwise, except as
expressly required by law. All forward-looking statements in this
announcement are qualified in their entirety by this cautionary
statement.
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