ICPT Intercept Pharmaceuticals Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

 

Amendment No. 4

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

INTERCEPT PHARMACEUTICALS, INC.

(Name of Subject Company (Issuer))

 

INTERSTELLAR ACQUISITION INC.

a wholly owned subsidiary of

 

ALFASIGMA S.P.A.

(Name of Filing Person (Offerors))

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

45845P108

(CUSIP Number of Class of Securities)

 

Michele A. Cera

Corporate General Counsel

Alfasigma S.p.A.

Via Ragazzi del ’99, 5

40133 Bologna, Italy

+39 051 648 9521

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

Copy to:

Matthew G. Hurd
Oderisio de Vito Piscicelli
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x	Third-party offer subject to Rule 14d-1.

 

¨	Issuer tender offer subject to Rule 13e-4.

 

¨	Going-private transaction subject to Rule 13e-3.

 

¨	Amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

¨	Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

 

 

 

 

This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on October 11, 2023 (as it may be amended and supplemented from time to time, the “Schedule TO”) by Interstellar Acquisition Inc. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Alfasigma S.p.A., an Italian società per azioni (joint stock company) (“Alfasigma”). The Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Intercept Pharmaceuticals, Inc., a Delaware corporation (“Intercept”), at a price of $19.00 per Share, net to the seller in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions described in the offer to purchase, dated October 11, 2023 (the “Offer to Purchase”), and in the related letter of transmittal (the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, which Offer to Purchase and Letter of Transmittal collectively constitute the “Offer.”

 

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule TO.

 

Items 1 through 9 and 11.

 

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following text:

 

“At one minute following 11:59 p.m., Eastern Time, on November 7, 2023 (12:00 midnight, Eastern Time, on November 8, 2023), the Offer expired. Computershare Trust Company, N.A., the Depositary, advised Purchaser that, as of the expiration of the Offer, a total of 31,158,412 Shares (excluding Shares with respect to which Notices of Guaranteed Delivery were delivered) were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 74.5% of the Shares outstanding as of the expiration of the Offer. In addition, the Depositary advised that Notices of Guaranteed Delivery have been delivered with respect to 2,617,509 additional Shares, representing approximately 6.3% of the outstanding Shares as of the expiration of the Offer.

 

As of the expiration of the Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, and all other Offer Conditions were satisfied or waived. Immediately after the expiration of the Offer, Purchaser irrevocably accepted for payment, and will promptly pay for, all Shares tendered and not validly withdrawn pursuant to the Offer.

 

 

Alfasigma and Purchaser will complete the acquisition of Intercept on November 8, 2023, by consummating the Merger pursuant to the Merger Agreement without a meeting or vote of Intercept stockholders in accordance with Section 251(h) of the DGCL. At the effective time of the Merger, the Shares not tendered pursuant to the Offer (other than the Excluded Shares and Dissenting Shares) will each be converted into the right to receive cash in an amount equal to the Offer Price, subject to any applicable withholding taxes.

 

Following the consummation of the Merger, the Shares will be delisted and will cease to trade on The Nasdaq Stock Market. Intercept and Alfasigma intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Intercept’s reporting obligations under the Exchange Act as promptly as practicable.

 

On November 8, 2023, Alfasigma issued a press release announcing the expiration and results of the Offer. The full text of the press release is attached as Exhibit (a)(5)(v) hereto, and is incorporated herein by reference.”

 

Item 12. Exhibits

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

(a)(5)(v) Press Release of Alfasigma, dated November 8, 2023, announcing the expiration and results of the offer.

 

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 8, 2023	ALFASIGMA S.P.A.
	By:	/s/ Francesco Balestrieri
		Name: Francesco Balestrieri
		Title: Chief Executive Officer
	INTERSTELLAR ACQUISITION INC.
	By:	/s/ Francesco Balestrieri
		Name: Francesco Balestrieri
		Title: President

 

 

 

Exhibit (a)(5)(v)

 

 

 

Alfasigma S.p.A. successfully completes tender offer for all outstanding shares of common stock of Intercept Pharmaceuticals, Inc.

 

Bologna, Italy – November 8, 2023 — Alfasigma S.p.A. (“Alfasigma”) announced today that it has, through its wholly owned subsidiary Interstellar Acquisition Inc. (“Interstellar”), successfully completed its tender offer to purchase all outstanding shares of common stock of Intercept Pharmaceuticals, Inc. (NASDAQ: ICPT) (“Intercept”), at a price of USD 19.00 per share, net to the seller thereof in cash, without interest, less any applicable withholding of taxes.

 

The tender offer expired as scheduled at one minute after 11:59 p.m., Eastern Time on November 7, 2023 (12:00 midnight, Eastern Time, on November 8, 2023). As of the expiration, 31,158,412 shares of common stock of Intercept had been validly tendered and not validly withdrawn, representing approximately 74.5 percent of Intercept’s outstanding shares of common stock, according to the depositary for the tender offer. The conditions to the tender offer were satisfied, and Alfasigma and Interstellar have accepted for payment and will promptly pay the depositary for all validly tendered shares.

 

Alfasigma expects to complete the acquisition of Intercept on November 8, 2023, through a merger without a vote or meeting of Intercept’s stockholders pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. At the effective time of the merger, and subject to any perfected appraisal rights, all of the remaining shares of common stock of Intercept not purchased in the tender offer will be converted into the right to receive the same USD 19.00 per share, net to the seller thereof in cash, without interest, less any applicable withholding of taxes. Upon completion of the merger, Intercept will become a wholly owned subsidiary of Alfasigma, and the common stock of Intercept will cease to be traded on the NASDAQ Stock Market.

 

On November 8, 2023, Alfasigma intends to file with the U.S. Securities and Exchange Commission (“SEC”) an amendment to the tender offer statement on Schedule TO which sets forth the final results of the tender offer.

 

Computershare Trust Company, N.A. is acting as depositary for the tender offer.

 

 

Forward looking statements

 

This press release may contain forward-looking statements by Alfasigma that involve risks and uncertainties and reflect Alfasigma’s judgment as of the date of this press release. These forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Forward-looking statements are based on Alfasigma’s current expectations and beliefs, and Alfasigma can give no assurance that its expectations or beliefs will be attained. These forward-looking statements are not a guarantee of future performance and are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results or events to differ, possibly materially, from the expectations or estimates reflected in such forward-looking statements, including, among others: the ability to consummate the transaction and to meet expectations regarding the timing and completion of the transaction; the satisfaction or waiver of the other conditions to the completion of the transaction on the terms expected or on the anticipated schedule; the financial condition, results of operations and business of Alfasigma and Intercept; the risk that Alfasigma may be unable to achieve the anticipated benefits of the transaction; and general economic and market conditions. The forward-looking statements contained in this document speak only as of the date of this document, and Alfasigma does not undertake any obligation to revise or update any forward-looking statements to reflect new information, future events or circumstances after the date of the forward-looking statement. If one or more of these statements is updated or corrected, investors and others should not conclude that additional updates or corrections will be made.

 

About Alfasigma

 

Alfasigma is one of Italy’s leading pharmaceutical companies with a strong international position. The Group has a worldwide presence in over 100 countries where about 3000 people work in research, development, production and distribution. In Italy, Alfasigma is a leader in the prescription products market where, in addition to its strong focus on gastro-intestinal products, it is present in several primary care therapeutic areas. It is popular with the consumer public for a number of nutraceuticals & food supplements that respond to different needs, and that are well known and deeply rooted in the Italian families’ experience. Its historical headquarters is in Bologna, to which another headquarter was added in Milan, while the production sites are: in Italy, in Pomezia (RM), Alanno (PE), Sermoneta (LT) and Trezzano Rosa (MI) and abroad in Tortosa in Spain and in Shreveport (Louisiana) in the United States. The R&D laboratories are in Pomezia and in the Parco Scientifico Tecnologico Kilometro Rosso in Bergamo.

 

# # #

 

 

Contact Information:

 

Information Agent for the Offer

Georgeson LLC

+1 888-293-6812

ICPTOffer@Georgeson.com

 

Alfasigma S.p.A.

Corporate Communication

Simona Gelpi simona.gelpi@alfasigma.com

Gea Gardini gea.gardini@alfasigma.com

www.alfasigma.it

 

iCorporate

Luca Bolzoni luca.bolzoni@icorporate.it +39.347.6498627

Alberto Colombini alberto.colombini@icorporate.it + 39.335.1222631

 

Tancredi Intelligent Communication

Emma Valgimigli emma@tancredigroup.com

Emma Hodges hemma@tancredigroup.com

alfasigma@tancredigroup.com

+44 203 434 2330

 

 

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