Pfizer Inc. (NYSE: PFE) (“Pfizer”) and Icagen, Inc. (NASDAQ: ICGN) (“Icagen”) announced today the successful completion of the initial cash tender offer by Pfizer’s wholly-owned subsidiary, Eclipse Acquisition Corp. (“Eclipse”), for all of the 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 initial tender offer period, as extended, expired at 6:00 p.m., New York City time, on Friday, September 2, 2011. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that as of 6:00 p.m. on September 2, 2011, approximately 4,617,045 shares of Icagen’s common stock (including approximately 688,100 shares subject to guarantees of delivery) had been tendered and not withdrawn pursuant to the tender offer, including shares tendered by directors and executive officers of Icagen.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owns 1,067,015 shares of Icagen’s common stock, which when added to the number of tendered shares that have not been withdrawn pursuant to the tender offer represents approximately 64% of the outstanding shares of Icagen. This represents approximately 54% of the fully-diluted shares of Icagen. Therefore, the conditions for Pfizer’s acceptance of and payment for shares tendered in the initial tender offer have been satisfied and all such shares have been accepted for payment in accordance with the terms of the tender offer. Eclipse will promptly pay for such shares in accordance with the terms of the tender offer.
Pfizer also announced the commencement of a subsequent offering period that is scheduled to expire at 6:00 p.m., New York City time, on Monday, September 12, 2011, unless extended. Any shares validly tendered during this subsequent offering period will be accepted immediately for payment, and tendering stockholders will thereafter promptly be paid the same offer price of $6.00 per share, paid to the seller in cash, without interest thereon, less any applicable withholding and transfer taxes, 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the tender offer in the offer to purchase, except that shares tendered during the subsequent offering period may not be withdrawn.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. 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.