Pfizer Inc. (NYSE: PFE) (“Pfizer”) and Icagen, Inc. (NASDAQ: ICGN) (“Icagen”) announced today the expiration of the subsequent offering period of the 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 subsequent offering period expired at 6:00 p.m., New York City time, on Monday, September 19, 2011. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that as of 6:00 p.m. on September 19, 2011, a total of 5,393,380 shares of Icagen’s common stock had been validly tendered and not withdrawn pursuant to the tender offer during the initial offering period and the subsequent offering period. 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1,067,015 shares of Icagen’s common stock, which when added to the number of validly tendered shares that have not been withdrawn pursuant to the tender offer represents approximately 70.2% of the outstanding shares of Icagen.
Pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of July 20, 2011, among Pfizer, Icagen, and Eclipse (the “Merger Agreement”), Pfizer will carry out a second-step merger as a result of which Icagen will become a wholly-owned subsidiary of Pfizer. The second-step merger and completion of the acquisition of Icagen will be completed following approval and adoption of the Merger Agreement at a meeting of Icagen stockholders to be held as soon as is practicable. As a result of the purchase of shares in the tender offer, Pfizer has sufficient voting power to approve the merger without the affirmative vote of any other Icagen stockholder.
Pursuant to the terms of the Merger Agreement, all remaining publicly held shares of Icagen common stock outstanding immediately prior to the effective time of the merger (other than shares held by holders who properly exercise their appraisal rights under applicable Delaware law) will be converted into the right to receive $6.00 per share, paid in cash, without interest thereon, less any applicable withholding and transfer taxes. This is the same price per share that was paid to the stockholders tendering shares in the tender offer. Upon the closing of the merger, Icagen will become a wholly-owned subsidiary of Pfizer and Icagen’s common stock will cease to be listed on the NASDAQ Global Market (unless such common stock is delisted prior to the merger). Information regarding the merger is being mailed to Icagen shareholders who did not tender their shares in the tender offer and, following completion of the merger, instructions will be mailed to those shareholders outlining the steps to be taken to obtain the merger consideration.