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Bull & Lifshitz, LLP announces an investigation into possible breaches of fiduciary duty in connection with the proposed sale of Icagen, Inc. (NASDAQ:
ICGN) (referred to as "Icagen" or the “Company”) to Pfizer Inc. (“Pfizer”). The aggregate transaction value, including the value of the shares currently owned by Pfizer, is approximately $56 million.
Under the terms of the agreement, Pfizer will promptly commence a tender offer to purchase all of the outstanding shares of Icagen common stock for $6.00 per share in cash. The agreement also provides for the parties to effect, subject to certain conditions, a merger to be completed following the completion of the tender offer which would result in all shares not tendered in the tender offer being converted into the right to receive $6.00 per share in cash. 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 conditions.