Alfasigma S.p.A. has announced that its subsidiary, Interstellar Acquisition Inc., has initiated a cash tender offer to acquire all outstanding shares of Intercept Pharmaceuticals, Inc. common stock at a price of $19.00 per share in cash. The offer, set to expire on November 8, 2023, is part of a previously announced merger agreement. The transaction is subject to standard closing conditions and regulatory approval. Georgeson LLC is the information agent for the tender offer, and Computershare Trust Company, N.A. is the depositary and paying agent.
Alfasigma S.p.A. (“Alfasigma”) today announced that its wholly-owned subsidiary, Interstellar Acquisition Inc., a Delaware corporation (“Purchaser”), has commenced a cash tender offer to purchase all of the outstanding shares of common stock, par value USD $0.001 per share, of Intercept Pharmaceuticals, Inc. (NASDAQ: ICPT) (“Intercept”) for a price of USD $19.00 per share, net to the holder thereof in cash, without interest, less any applicable withholding of taxes (the “Offer”). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 11, 2023, and the related Letter of Transmittal and pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of September 26, 2023, among Alfasigma, Purchaser and Intercept.
The Offer will expire at 12:00 midnight, Eastern Time, on November 8, 2023 (one minute after 11:59 p.m., Eastern Time, on November 7, 2023), unless extended (the latest time and date at which the Offer will expire, the “Expiration Date”). Any extension of the Offer will be followed by public announcement of the extension by press release or other public announcement no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date.
Alfasigma will file today a Tender Offer Statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”). The Offer to Purchase contained within the Schedule TO sets out the full terms and conditions of the Offer.
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Intercept will file today a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, which includes, among other things, the recommendation of Intercept’s board of directors that Intercept’s stockholders accept the Offer and tender their shares of Intercept common stock pursuant to the Offer.
The Offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Intercept common stock and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Offer is subject to other important conditions set forth in the Offer to Purchase. The Offer is not subject to a financing condition.
The information agent for the tender offer is Georgeson LLC. Intercept stockholders who need additional copies of the Offer to Purchase, Letter of Transmittal or related materials or who have questions regarding the tender offer should contact the information agent toll free at +1 888-293-6812 or via email at ICPTOffer@Georgeson.com.
Computershare Trust Company, N.A. is acting as the depositary and paying agent in the Offer.
Source: Biospace