Icagen Reiterates Its Recommendation That Stockholders Accept Pfizer's Offer of $6 Per Share
16 Agosto 2011 - 7:30AM
Icagen, Inc. (Nasdaq:ICGN) announced today that it has mailed the
following letter to stockholders reiterating its recommendation
that Icagen stockholders accept the $6 per share tender offer by
Pfizer Inc. (NYSE:PFE):
August 16, 2011
Dear Icagen Stockholder:
You should have recently received tender offer materials from
Pfizer Inc. pursuant to an Agreement and Plan of Merger, between
Icagen, Inc. and Pfizer.
- Pfizer is offering to pay you $6 cash for each share of
Icagen common stock you own.
- The Icagen Board of Directors has unanimously determined that
the tender offer is fair to and in the best interests of Icagen and
its stockholders after undertaking an extensive process along with
J.P. Morgan Securities LLC, our financial advisors, to pursue
alternative business development and strategic alternatives.
- Your board carefully evaluated the risks associated with Icagen
remaining independent as a company with early stage clinical
programs, particularly in today's difficult economic
environment.
- J.P. Morgan Securities LLC provided its opinion to your board
that, subject to the factors and assumptions set forth in the
opinion, the offer price was fair, from a financial point of view,
to Icagen stockholders.
- Accordingly, the Icagen Board of Directors unanimously
recommends that Icagen stockholders accept the offer and tender
their shares.
The tender offer is conditioned upon, among other things, at
least a majority of Icagen's outstanding shares on a fully-diluted
basis being tendered. In order to ensure that this condition
is met and for you to receive your cash from the tender offer, it
is important that you tender your shares regardless of the number
of shares you own. Your attention to this tender offer is
important as there is no assurance that Pfizer will engage in a
future transaction to acquire your shares if this minimum condition
is not met.
The tender offer is scheduled to expire at 12:00 midnight, New
York City time, at the end of August 31, 2011, unless
extended.
WE URGE YOU TO ACCEPT THIS TENDER OFFER AS SOON AS
POSSIBLE.
If you have any questions regarding the tender offer or need
help in tendering your shares, please call either Morrow & Co.,
LLC at (800) 276-3011, or MacKenzie Partners, Inc. at (800)
322-2885.
On behalf of the directors and management of Icagen, thank you
for the support you have given Icagen over the years.
Sincerely,
P. Kay Wagoner, Ph.D.
President and Chief Executive Officer
*** If you have already tendered your Icagen shares, thank you
for your support.***
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.
The Icagen, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5735
Important Information about the Tender
Offer
The description contained in this press release is neither an
offer to purchase nor a solicitation of an offer to sell
securities. Any offers to purchase or solicitation of offers to
sell will be made only pursuant to a tender offer statement and a
solicitation and recommendation statement filed with the Securities
and Exchange Commission ("SEC"). The tender offer statement
(including an offer to purchase, a related letter of transmittal
and other tender offer documents) and the
solicitation/recommendation statement contain important information
that should be read carefully before making any decision to tender
securities in the tender offer. Those materials have been
made available to the Company's stockholders at no expense to them.
In addition, all of those materials (and all other tender offer
documents filed with the SEC) are made available at no charge on
the SEC's website at www.sec.gov.
Forward Looking Statements
This press release may contain forward-looking statements that
involve a number of risks and uncertainties. For this purpose, any
statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without
limiting the foregoing, the words "believes," "anticipates,"
"plans," "expects," "intends," and similar expressions are intended
to identify forward-looking statements. Important factors that
could cause actual results to differ materially from the
expectations described in these forward-looking statements are set
forth under the caption "Risk Factors" in Icagen's most recent
Quarterly Report on Form 10-Q, filed with the SEC on August 12,
2011. These risk factors include risks as to 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 in connection
with the transaction and the related significant costs of defense,
indemnification and liability; Icagen's history of net losses and
how long Icagen will be able to operate on its existing capital
resources; Icagen's ability to raise additional funding; general
economic and financial market conditions; Icagen's ability to
maintain compliance with Nasdaq's continued listing requirements;
whether Icagen's product candidates will advance in the clinical
trials process; the timing of such clinical trials; whether the
results obtained in preliminary studies will be indicative of
results obtained in clinical trials; whether the clinical trial
results will warrant continued product development; whether and
when, if at all, Icagen's product candidates, including ICA-105665
and Icagen's other lead compounds for epilepsy and pain, will
receive approval from the U.S. Food and Drug Administration or
equivalent regulatory agencies, and for which indications, and if
such product candidates receive approval, whether such products
will be successfully marketed; and Icagen's dependence on third
parties, including manufacturers, suppliers and collaborators. We
disclaim any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of
this press release.
CONTACT: Richard D. Katz, M.D.
EVP, Finance and Corporate Development;
Chief Financial Officer
Icagen, Inc.
(919) 941-5206
rkatz@icagen.com
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