NEW YORK, Aug. 25, 2011 /PRNewswire/ -- Merlin Nexus and
New Leaf Venture Partners (NLV Partners) have contested the terms
of Icagen's (Nasdaq: ICGN) proposed acquisition by Pfizer Inc
(NYSE: PFE) 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.
SOURCE New Leaf Venture Partners