Pfizer Extends Tender Offer To Acquire Icagen, Inc.
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 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 tender offer is now scheduled to expire at 12:00 midnight, New York City time, at the end of Thursday, September 1, 2011, unless further extended. The tender offer was previously scheduled to expire at 12:00 midnight, New York City time, at the end of Wednesday, August 31, 2011. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that as of 12:00 midnight on August 31, 2011, approximately 4,044,035 shares of Icagen’s common stock had been validly tendered and not withdrawn pursuant to the tender offer, including shares tendered by directors and executive officers of Icagen. In addition, Pfizer already owns 1,067,015 shares of Icagen’s common stock, which when added to the number of validly tendered shares that have not been withdrawn pursuant to the tender offer represents approximately 57% of the outstanding shares of Icagen. This represents approximately 49% of the fully-diluted shares of Icagen and was 107,431 shares below the number needed to satisfy the condition for the minimum number of shares to be tendered in order for Pfizer to accept for payment and pay for such shares.
All other terms and conditions of the tender offer remain unchanged. If all of the conditions to the tender offer are satisfied, Eclipse intends to complete the tender offer by promptly accepting for payment all Icagen shares validly tendered and not validly withdrawn in the tender offer. 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. The Board of Directors of Icagen has recommended that Icagen stockholders tender their shares into the tender offer.
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