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stock had been validly tendered and not withdrawn pursuant to the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validly tendered shares that have not been withdrawn pursuant to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validly withdrawn in the tender offer.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.
Questions and requests for assistance regarding the tender offer
may be directed to the Information Agent for the offer, Morrow
& Co., LLC at (800) 276-3011 or (203) 658-9400.
Pfizer Inc.: Working together for a healthier world™
At Pfizer, we apply science and our global resources to improve
health and well-being at every stage of life. We strive to set the
standard for quality, safety and value in the discovery,
development and manufacturing of medicines for people and animals.
Our diversified global health care portfolio includes human and
animal biologic and small molecule medicines and vaccines, as well
as nutritional products and many of the world’s best-known consumer
products. Every day, Pfizer colleagues work across developed and
emerging markets to advance wellness, prevention, treatments and
cures that challenge the most feared diseases of our time.
Consistent with our responsibility as the world’s leading
biopharmaceutical company, we also collaborate with health care
providers, governments and local communities to support and expand
access to reliable, affordable health care around the world. For
more than 150 years, Pfizer has worked to make a difference for all
who rely on us. To learn more about our commitments, please visit
us at www.pfizer.com.
About Icagen
Icagen, Inc. is a biopharmaceutical company based in Research
Triangle Park, North Carolina, focused on the discovery,
development and commercialization of novel orally-administered
small molecule drugs that modulate ion channel targets. Utilizing
its proprietary know-how and integrated scientific and drug
development capabilities, Icagen has identified multiple drug
candidates that modulate ion channels. The Company is conducting
research and development activities in a number of disease areas,
including epilepsy, pain and inflammation. The Company has two
clinical stage programs in epilepsy and pain. To learn more about
Icagen, please visit our website at www.icagen.com.
Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer is
being made pursuant to a Tender Offer Statement on Schedule TO,
containing an offer to purchase, form of letter of transmittal and
related tender offer documents, that was filed by Pfizer and
Eclipse Acquisition Corp. with the SEC on August 3, 2011, as
amended. In addition, Icagen filed a Solicitation/Recommendation
Statement on Schedule 14D-9 relating to the tender offer with the
SEC on August 4, 2011, as amended. Shareholders are strongly
advised to read carefully these documents, as they may be amended
or supplemented from time to time, because they contain important
information that shareholders should consider before any decision
is made with respect to the tender offer.
The Tender Offer Statement on Schedule TO and related materials
may be obtained at no charge by directing a request by mail to the
Information Agent, Morrow & Co., LLC, 470 West Avenue,
Stamford, CT 06902, or by calling toll-free at (800) 276-3011 or
(203) 658-9400, and may also be obtained at no charge at
www.pfizer.com and the website maintained by the SEC at
www.sec.gov. Additionally, any questions related to the tender
offer may be directed to Morrow & Co., LLC at the mailing
address or telephone numbers provided above.
DISCLOSURE NOTICE: This release contains "forward-looking
statements" related to Pfizer, Icagen and the acquisition of Icagen
by Pfizer that are not historical facts. Pfizer and Icagen have
identified some of these forward-looking statements with words like
"believe," "may," "could," "would," "might," "possible," "will,"
"should," "expect," "intend," "plan," "anticipate," or "continue,"
the negative of these words, other terms of similar meaning or the
use of future dates. Investors and security holders are cautioned
not to place undue reliance on these forward-looking statements.
Actual results could differ materially from those currently
anticipated due to a number of risks and uncertainties.
Risks and uncertainties related to the acquisition of Icagen by
Pfizer that could cause results to differ from expectations
include: uncertainties as to the timing of the transaction;
uncertainties as to how many of Icagen's shareholders will tender
their shares in the offer; the risk that competing offers will be
made; the possibility that various closing conditions for the
transaction may not be satisfied or waived; the effects of
disruption from the transaction and the fact that the announcement
of the transaction may make it more difficult to maintain
relationships with employees, and other business partners; the risk
of shareholder litigation, including the disposition of currently
pending litigation, in connection with the transaction and the
related significant costs of defense, indemnification and
liability; other business effects, including the effects of
industry, economic, political or regulatory conditions outside of
Pfizer's and Icagen's control; transaction costs; and actual or
contingent liabilities.
Forward-looking statements in this release should be evaluated
together with other risks and uncertainties discussed in Pfizer's
and Icagen's filings with the U.S. Securities and Exchange
Commission (the "SEC"), including the "Risk Factors" sections of
Pfizer's and Icagen's most recent annual report on Form 10-K and
subsequent quarterly reports on Form 10-Q, as well as the tender
offer documents filed by Eclipse Acquisition Corp., a subsidiary of
Pfizer, and the Solicitation/Recommendation Statement filed by
Icagen, each as amended. Neither Pfizer nor Icagen undertakes any
obligation to update any forward-looking statements as a result of
new information, future developments or otherwise, except as
expressly required by law. All forward-looking statements in this
announcement are qualified in their entirety by this cautionary
statement.
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