Icagen, Inc. (MM) (ICGN) 銘柄情報

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the tender offer in the offer to purchase, except that shares tendered during the subsequent offering period may not be withdrawn.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.

Bluffing :) Icagen management would not make good card players.

Fri Aug 26, 2011 1:06pm EDT

(Reuters) - Pfizer Inc (PFE.N) has informed Icagen's (ICGN.O) board that its best and final offer price for the biopharmaceutical company was $6 a share and that it would not pay more.

In a letter to Icagen on August 26, Pfizer said it would not raise its offer even if a majority of the Icagen shares are not tendered.

On August 11 Icagen's two shareholders Merlin Nexus and New Leaf Partners, who own more than 10 percent stake in the company, opposed the $56 million takeover bid by Pfizer saying the offer price was too low.

The company said it expected Icagen shareholders to tender shares on "the recognition that $6 is a full and fair price."

On Thursday, Merlin Nexus and New Leaf Partners said conservative estimates valued Icagen's pain programs alone at as much as $100-$165 million.

Merlin Nexus holds 8.5 percent stake in Icagen, while New Leaf Partners owns 2.26 percent.

Icagen shares were trading at $6 on Friday on Nasdaq. Pfizer was up 1 percent at $18.17 on the New York Stock Exchange.

I don't think their premise is flawed. Icagen didn't do a great job in negotiating a best price for shareholders. Market cap less cash less near term milestones offsets, Pfizer is grabbing this nearly for free. But you're probably correct, they may not have any luck in squeezing Pfizer.

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.

oK thanks, see you at ARIA

I never owned any shares of ICGN.

its ok with me if you don't care to answer but have you sold all your shares?

The answer to both questions is no. Regards, Dew

Anything to gain by holding or are we flat at this price level? Will selling or holding make any difference in a lawsuit if there are any awards?
Thoughts please. Thanks

I have already folded.

So do you (we) have something here to ride out, or do you fold and at what price?

Old news. PFE has already publicly made that offer and it has been accepted by ICGN management.

I,,,,,,,wonder if i should short,,,this pos turd too???

Any one here???? Icagen Next on Pfizer's RadarPrint Share

By: Zacks Equity Research
July 22, 2011 | Comments: 0
Recommended this article (2)
PFE | ICGN After the significant acquisitions of Wyeth and King Pharmaceuticals, Pfizer Inc. (PFE - Analyst Report) has set its aim at Icagen Inc. (ICGN - Snapshot Report) as the pharma-major inked an agreement to acquire the latter. Pfizer already owns around 11% of Icagen’s shares and will pay $6.00 per share for the remaining 89% or 8.3 million shares.

At this point, is the consensus to hold, If so, why?
What can we expect?
If we SELL and a court reverses the merger do we recover loss of value?
If hold, what chance do we have
Are the PR pusher culpable?

These are class action suits. By definition, if a class is recognized, they get consolidated into a single "class action". These news items by the various plaintiff-side class action firms are the equivalent of ambulance chasing--whenever a company disappoints its stockholders these guys surface looking to see who can sign up the best lead plaintiff.

I would not hold my breath for anything to come from these suits.

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.






.

COMPANY STAY AS IS WITH MORE ENDLESS FINANCIAL SUPPORT STRONG BUY price target $8.00 -$12.00 42 minutes ago
COMPANY STAY AS IS WITH ENDLESS FINANCIAL SUPPORT DIET DRAG WILL BE APPROVED IN 60 DAY'S STRONG BUY price target $8.00 -$19.00

IF ICGN GET BETTER OFFER ABLE TO TERMINATE AGREEMENT BEFORE AUGUST 11,2011 1 minute ago
SO WE HAVE Guaranteed $6.00 per share so IF ANY OTHER PROPOSE $9.00 per share we able to terminate with Pfizer Inc pay termination fee of $ 2.25 million.
STRONG BUY LET SEE WHO WILL GIVE MORE TAKING IN CONSIDERATIONS SUM PATENT FROM FDA could be approved
http://biz.yahoo.com/e/110720/icgn8-k.ht...

Is there any hope at all that the price will be settled above $6? The probability of a higher offer is smaller than the chance of a huge cash ball from outer space landing in your driveway.

I think a higher price is very doubtful. I sold my shares this morning at a small loss.

So, I emailed one of the firms investigating this matter and basically they invited me to become part of a class action lawsuit. Now from my experience, usually the lawyers are the only ones who benefit in these matters.

Is there any hope at all that the price will be settled above $6?

What has been conspicuously missing from the discussion and reaction this morning is any suggestion of a better offer emerging.

Given that PFE knows the ICGN science very well, and ICGN management is happy with what obviously is a "friendly" offer, I would think the changes of a higher bid are very remote.

I would not hang my hopes on a lawsuit.

There does not seem to be any basis for a suit given that ICGN is getting taken out at almost 3x what it was at before PFE announced they were seriously looking.

Even if successful, a lawsuit would return only nominal amounts after a very long delay.

It's a cash deal—no shares involved.

PFE's offer Values ICGN $56 m @$6 a share... Presplit level 60 cents?
ridiculous! Law suits piling up for sure.
Icagen to be acquired by Pfizer (PFE) for $6.00/share (ICGN) 7.75 : PFE and ICGN announced that they have entered into a definitive merger agreement. PFE, which currently owns approximately 11% of ICGN's fully diluted shares, will acquire the remaining 8.3 million shares 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. Briefing.com note: Although the $6.00 per share ICGN deal is below yesterday's close of $7.75, it is still well above the $2.40 price where ICGN was trading on 6/24, prior to announcing that PFE was evaluating the possibility of entering into a strategic transaction with ICGN.

Dew,

Do we wind up with Pfizer shares now? I'm still confused to what actually transpires here. Or do we not have the final info yet until the deal is closed?

Or do I just get cash for my shares and that's it? TIA!

http://biz.yahoo.com/e/110720/icgn8-k.html

Their drug pipeline is better than phizer.No, it isn’t—ridiculous comment.

p.s. Pfizer is spelled with an ‘f’, not an ‘h’.

Edit: I see that Surf already noted this :- )

Explain Laughable, please.
Thanks

If your going to make a statement that a less than $100 million company has a wider pipeline than a $150 billion dollar company, at least spell the name correctly. Pfizer Inc..

Laughable


casetheace Member Profile casetheace
Share Wednesday, July 20, 2011 9:23:59 AM
Re: invest2win post# 303 Post # of 307
wouldn't sale at this price. One you already have lawyers writing papers to appeal this, wont be surprised if its on a judge's desk by noon. The book value pre-split was 8dollars. Their drug pipeline is better than phizer

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

I have no plans to sell this now. As long as I'm not losing money I don't care. That's why I took my profit. I never believe all the hype.

I knew the PM trading yesterday was suspicious which actually started before 8:00 AM

wouldn't sale at this price. One you already have lawyers writing papers to appeal this, wont be surprised if its on a judge's desk by noon. The book value pre-split was 8dollars. Their drug pipeline is better than phizer

Does this mean we still keep ICGN shares as a subsidiary? Does the symbol stay the same? Or do we wind up with PFE shares?

If I didn't take profits I'd be screwed right now. Luckily I am still in good shape @ $6.00 from taking those profits.

It is a buyout & at the current stock price it may be considered a take-under, this is why you take profits in bio tech when they have big moves. Trying to get that last penny usually makes little sense.

8:31AM Icagen to be acquired by Pfizer (PFE) for $6.00/share (ICGN) 7.75 : PFE and ICGN announced that they have entered into a definitive merger agreement. PFE, which currently owns approximately 11% of ICGN's fully diluted shares, will acquire the remaining 8.3 million shares 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. Briefing.com note: Although the $6.00 per share ICGN deal is below yesterday's close of $7.75, it is still well above the $2.40 price where ICGN was trading on 6/24, prior to announcing that PFE was evaluating the possibility of entering into a strategic transaction with ICGN.


casetheace
Share Thursday, July 14, 2011 1:22:52 PM
Re: invest2win post# 268 Post # of 300
Bad sale, this stock has gone up on Pfizer buying it from the get go. Today was just another technical issue done before the merger. You must be nuts to sale. You have any idea what the pps might be on that merger. Both companies have openly admitted there talking and both want to merge. That's why three weeks ago it went to 3 to 6..then has drippled down on peps who are in patient. Pfizer has no choice but to merge and buy after all there companies lost there fda approval's on oral drugs. Pfizer needs them so bad. Should be out Monday morning that's when they announce merger news.

Dropping MOD position, another bio tech company gone.

Have a feeling where going to see a lawsuit. Yahoo is already up in arms.

It's still going up the pps just not as high they acquired all the shares the tender for the company is Aug 3rd, getting info from sec direct.

Now that's why I've been taking my profits along the way!

very very very bad

The completion of the tender offer is conditioned on Pfizer acquiring sufficient shares to own a majority of the shares of Icagen on a fully-diluted basis and other customary conditions.

What does that mean for the pps?

Pfizer to Acquire Icagen

http://investorshub.advfn.com/boards/post_new.aspx?board_id=7522

6$$ a share I have huh thats below the price noe

Halted!

http://www.nasdaqtrader.com/trader.aspx?id=TradeHalts

I said PM trading not AH trading. I am talking about this morning when it started to move real fast before all the profit taking in regular trading hours. Including a high of 8.60, That's what Ace meant by getting pounded.

http://www.nasdaq.com/aspxcontent/ExtendedTradingTrades.aspx?selected=ICGN&mkttype=pre

I would not consider less than 1800 shares as awesome, but you may have a lower threshold:

http://www.nasdaq.com/aspxcontent/ExtendedTradingTrades.aspx?selected=icgn&mkttype=after

Higher highs and higher lows. That what you want to see in a stock. Awesome!

2011/07/19 8.20 8.40 7.55 7.75 1,782,161 7.75
2011/07/18 7.53 8.17 7.33 7.90 1,948,307 7.90
2011/07/15 7.72 8.00 7.11 7.43 1,580,748 7.43

PM trading was awesome. Still holding strong! That's all I care about. They can't keep this down.