Incyte Announces Preliminary Results of Tender Offer
11 Juni 2024 - 2:00PM
Business Wire
Incyte Corporation (Nasdaq: INCY) (“Incyte” or the “Company”)
announced today the preliminary results of its modified “Dutch
auction” tender offer to purchase up to $1.672 billion in value of
shares of its common stock, which expired at 12:00 midnight, at the
end of the day, New York City time, on June 10, 2024.
Based on the preliminary count by Computershare Trust Company,
N.A., the depositary for the tender offer, a total of approximately
29.8 million shares of Incyte’s common stock were properly tendered
and not properly withdrawn at or below the purchase price of $60.00
per share, including approximately 14.8 million shares that were
tendered through notice of guaranteed delivery. Incyte has been
informed by the depositary that the preliminary proration factor
for the shares to be purchased by Incyte pursuant to the tender
offer is approximately 93.4 percent.
In accordance with the terms and conditions of the tender offer
and based on the preliminary count by the depositary, the Company
expects to purchase approximately 27.9 million shares of its common
stock through the tender offer at a purchase price of $60.00 per
share, for a total cost of approximately $1.672 billion, excluding
fees and expenses relating to the tender offer. These shares
represent approximately 12.4 percent of the Company’s total
outstanding shares of common stock as of June 7, 2024.
As previously announced, on May 12, 2024, Incyte entered into a
separate stock purchase agreement with Julian C. Baker (a member of
Incyte’s Board of Directors), Felix J. Baker, and entities
affiliated with Julian C. and Felix J. Baker, including funds
advised by Baker Bros. Advisors LP (collectively, the “Baker
Entities”), under which the Baker Entities agreed not to tender or
sell any shares in the tender offer and instead agreed to sell to
the Company, following completion of the tender offer, a pro rata
number of shares at the same price per share as will be paid by the
Company in the tender offer, such that the Baker Entities’
aggregate percentage ownership in the Company will be substantially
the same as prior to the tender offer. As such, the Company expects
to repurchase a total of approximately 33.3 million shares of its
common stock through the tender offer and the stock purchase
agreement at a price of $60.00 per share, for a total cost of
approximately $2.0 billion, excluding fees and expenses. These
shares represent approximately 14.8 percent of the Company’s total
outstanding shares of common stock as of June 7, 2024.
The number of shares expected to be purchased in the tender
offer and under the stock purchase agreement and the purchase price
per share are preliminary and subject to change. The preliminary
information contained in this press release is subject to
confirmation by the depositary and is based on the assumption that
all shares tendered through notice of guaranteed delivery will be
delivered within the required one business day period. The final
number of shares to be purchased in the tender offer and the final
purchase price per share will be announced following the expiration
of the guaranteed delivery period and the completion by the
depositary of the confirmation process. Payment for the shares
accepted for purchase pursuant to the tender offer, and the return
of all other shares tendered and not purchased, will occur promptly
following the completion of the confirmation process. The Company
expects to fund the purchase of shares in the tender offer and
pursuant to the stock purchase agreement with the Baker Entities,
together with all related fees and expenses, with cash on hand.
The dealer manager for the tender offer is Goldman Sachs &
Co. LLC. D.F. King & Co., Inc. is serving as information agent
for the tender offer. Stockholders who have questions or would like
additional information about the tender offer may contact D.F. King
& Co., Inc. toll-free at (866) 864-4943.
About Incyte
A global biopharmaceutical company on a mission to Solve On.,
Incyte follows the science to find solutions for patients with
unmet medical needs. Through the discovery, development, and
commercialization of proprietary therapeutics, Incyte has
established a portfolio of first-in-class medicines for patients
and a strong pipeline of products in Oncology and Inflammation
& Autoimmunity. Headquartered in Wilmington, Delaware, Incyte
has operations in North America, Europe, and Asia.
Forward-Looking Statements
Except for the historical information set forth herein, the
matters set forth in this release contain predictions, estimates
and other forward-looking statements, including statements
regarding the amount of shares to be purchased (including the
amount of shares tendered through notice of guaranteed delivery),
the purchase price per share, the total cost of the shares expected
to be purchased in the tender offer and under the stock purchase
agreement and expectations regarding the consummation of the tender
offer and the stock purchase from the Baker Entities.
These forward-looking statements are based on Incyte’s current
expectations and subject to risks and uncertainties that may cause
actual results to differ materially, including the statements above
regarding the determination of the final number of shares to be
purchased in the tender offer and the final purchase price per
share, developments or changes in economic or market conditions;
developments or changes in the securities markets, developments or
changes in the Company’s business, financial condition or cash
flows, and other risks detailed in Incyte’s reports filed with the
Securities and Exchange Commission, including its quarterly report
on Form 10-Q for the quarter ended March 31, 2024. Incyte disclaims
any intent or obligation to update these forward- looking
statements.
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