MinnieM
13年前
ICGN - Pfizer Extends Subsequent Offering Period of Tender Offer to Acquire Icagen, Inc.
http://ih.advfn.com/p.php?pid=nmona&article=49153819&symbol=PFE
Pfizer Inc. (NYSE: PFE) (“Pfizer”) and Icagen, Inc. (NASDAQ: ICGN) (“Icagen”) announced today that Pfizer’s wholly-owned subsidiary, Eclipse Acquisition Corp. (“Eclipse”), has extended the expiration date of the subsequent offering period of its tender offer for all 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 is now scheduled to expire at 6:00 p.m., New York City time, on Monday, September 19, 2011, and will not be extended again. The subsequent offering period was previously scheduled to expire at 6:00 p.m., New York City time, on September 12, 2011. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that as of 6:00 p.m. on September 12, 2011, a total of approximately 5,094,558 shares of Icagen’s common stock had been tendered, including shares tendered during the initial offering period and subsequent offering period. Eclipse has accepted all such tendered shares for payment. In addition, Pfizer already owns 1,067,015 shares of Icagen’s common stock, which when added to the total number of shares tendered represents approximately 67.2% of the outstanding shares of Icagen. Eclipse will promptly pay for all shares accepted for payment in accordance with the terms of the tender offer.
The procedures for accepting the tender offer and tendering shares during the subsequent offering period are the same as those described for the tender offer in the offer to purchase, except that shares tendered during the subsequent offering period may not be withdrawn. Following completion of the tender offer, Pfizer and Eclipse intend to complete the acquisition of Icagen through a merger under Delaware law, subject to customary conditions. Icagen shareholders who do not tender their shares of Icagen common stock in the tender offer will not receive payment for their shares until the completion of the merger.
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.
Additional Information
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO, containing an offer to purchase, form of letter of transmittal and related tender offer documents, that was filed by Pfizer and Eclipse Acquisition Corp. with the SEC on August 3, 2011, as amended. In addition, Icagen filed a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC on August 4, 2011, as amended. Shareholders are strongly advised to read carefully these documents, as they may be amended or supplemented from time to time, because they contain important information that shareholders should consider before any decision is made with respect to the tender offer.
The Tender Offer Statement on Schedule TO and related materials may be obtained at no charge by directing a request by mail to the Information Agent, Morrow & Co., LLC, 470 West Avenue, Stamford, CT 06902, or by calling toll-free at (800) 276-3011 or (203) 658-9400, and may also be obtained at no charge at www.pfizer.com and the website maintained by the SEC at www.sec.gov. Additionally, any questions related to the tender offer may be directed to Morrow & Co., LLC at the mailing address or telephone numbers provided above.
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: uncertainties as to the timing of the transaction; uncertainties as to how many of Icagen's shareholders will tender their shares in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived; 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.
surf1944
13年前
These two fund companies recently took their positions in ICGN, I will be very surprised if PFE extends any additional bid for any ICGN shares(greenmail wankers)
Merlin Nexus and New Leaf Venture Partners Continue to Contest Proposed $56 Million Acquisition of Icagen by Pfizer
True Acquisition Cost to Pfizer Estimated at Approximately $22 Million, Yet Icagen's Pain Programs Are Estimated to Be Worth $100-$165 Million
Pfizer Possesses Information Not Available to Other Potential Acquirers
Press Release Source: New Leaf Venture Partners On Thursday August 25, 2011, 11:06 am EDT
NEW YORK, Aug. 25, 2011 /PRNewswire/ -- Merlin Nexus and New Leaf Venture Partners (NLV Partners) have contested the terms of Icagen's (Nasdaq:ICGN - News) proposed acquisition by Pfizer Inc (NYSE:PFE - News) in a letter filed today with the SEC. According to a July 20, 2011 press announcement, Pfizer plans to purchase the shares of Icagen stock it already does not own at a price of $6.00 per share, resulting in an aggregate transaction value of approximately $56 million. In the past month, Merlin Nexus and NLV Partners, both stockholders in Icagen, have sent two letters to the Icagen Board contesting the price of the acquisition. The current letter affirms that the "terms of the proposed Pfizer acquisition do not reflect the fair value of Icagen's assets." Further, both stockholders expressed their disappointment "that the Icagen acquisition was announced ahead of near-term milestones, and [they] do not intend to tender [their] shares under the current terms."
In the current letter, Merlin Nexus and NLV Partners state that "the true cost to Pfizer to acquire the company's assets is only $22 million when near-term R&D and milestone payments as well as the cash Icagen currently owns are put into the equation. This cost would be even lower if the Pfizer-Icagen R&D collaboration were renewed after it expires later this year."
The letter references conservative estimates of the value of Icagen's pain programs alone at as much as $100-$165 million or $11-$19 a share. Unfortunately, as noted in the letter, "Icagen's Board chose not to pursue other strategic options that could have allowed the pain programs currently partnered with Pfizer to reach significant milestones and create additional value for all shareholders."
Pfizer advanced the first of Icagen's proprietary compounds (PF-05089771) into a phase I single dose escalation study in December 2010, and this trial was expected to have been completed in March 2011. According to the letter, "trial data are open to Pfizer as they are required to monitor safety. These data provide Pfizer with an unfair advantage not afforded to all investors to determine the value of this program."
The letter concludes as follows: "We are not opposed to the acquisition of Icagen by Pfizer at a fair price, but ask for a fair process under which the information held by Pfizer is shared so all Stockholders can make an informed decision. If Pfizer chooses to keep the details of its partnered programs confidential, based on publicly available information we have to assume the data must be positive and could potentially lead to a commercial opportunity with significant milestones and royalties worth much more than the current price being offered by Pfizer."
About Merlin Nexus
Merlin Nexus, based in New York, is an investment management company focused on crossover private equity investing in the life sciences industry. Merlin Nexus invests globally in private and public healthcare companies and manages several crossover private equity funds with capital commitments totaling $200 million. Our investor base consists of financial institutions, funds of funds, family offices and high net worth individuals.
About NLV Partners
New Leaf Venture Partners is a leader in healthcare technology venture investing. Our investment professionals bring a unique blend of technological, clinical, and operational experience to our investments. We work closely with our entrepreneurs to help build successful portfolio companies. We focus primarily on later-stage biopharmaceutical products, early-stage medical devices, and laboratory infrastructure technologies.
New Leaf currently manages $1.1 billion in assets. This includes our newest fund, New Leaf Ventures II, L.P., which closed with commitments of $450 million in October 2007, New Leaf Ventures I, L.P. and the healthcare technology portfolio of the Sprout Group, one of the oldest U.S. venture capital fund groups. For more information please visit http://www.nlvpartners.com.
ListenToMe
13年前
Theres more now....
Company Releases for Icagen Inc.
Wednesday, July 20, 2011
10:34 PM ET
Murray Frank LLP Investigates Icagen, Inc. BusinessWire
09:00 PM ET
The Briscoe Law Firm and Powers Taylor, LLP Announce Investigation of Icagen, Inc. BusinessWire
03:12 PM ET
Faruqi & Faruqi, LLP Announces Investigation of ICAgen, Inc. BusinessWire
01:01 PM ET
The Law Firm of Levi & Korsinsky, LLP Announces Investigation of Icagen, Inc. BusinessWire
12:53 PM ET
Finkelstein Thompson LLP Announces Investigation of Icagen, Inc. BusinessWire
12:18 PM ET
Rigrodsky & Long, P.A. Announces Investigation of Icagen, Inc. BusinessWire
12:11 PM ET
Law Office of Brodsky & Smith, LLC Announces Investigation of Icagen, Inc. BusinessWire
10:30 AM ET
Law Firm Brower Piven Announces Investigation of Icagen, Inc. BusinessWire
09:13 AM ET
Tripp Levy PLLC Announces Investigation of Icagen BusinessWire
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imo it will not stay above 6, more likely will go to 1.
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Au-530
13年前
Tripp Levy PLLC Announces Investigation of IcagenLast update: 7/20/2011 9:13:00 AMNEW YORK, Jul 20, 2011 (BUSINESS WIRE) -- Tripp Levy PLLC, a leading national securities law firm, announces an investigation into the proposed acquisition of Icagen, Inc. (ICGN) by Pfizer Inc. (PFE). Pfizer, which currently owns approximately 11% of Icagen's shares, will acquire the remaining shares it does not already own at a price of $6.00 per share. The aggregate transaction value, including the value of the shares currently owned by Pfizer, is approximately $56 million.The investigation concerns, among other things, whether the consideration to be paid to Icagen shareholders is unfair, inadequate, and substantially below the fair or inherent value of Icagen. Indeed, the buyout price of $6 represents a "discount" to where the stock traded just prior to the announced ($7.75), and analysts estimate the stock is worth at least $8 per share. The investigation further concerns whether the board of directors of Icagen may have breached their fiduciary duties by not acting in Icagen shareholders' best interests in connection with the sale process of Icagen. If you own Icagen common stock and you wish to discuss this matter with us, or have any questions concerning your rights and interests with regard to this matter, please contact: Tripp LevyTripp Levy PLLC125 East 82nd Street9th FloorNew York, New YorkToll Free: 877-772-3975Email: contact@tripplevy.com
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DewDiligence
13年前
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13年前
