Pfizer Inc. and Icagen, Inc. announced today that Pfizer’s wholly-owned subsidiary, Eclipse Acquisition Corp., has extended the expiration date of the subsequent offering period 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 subsequent offering period is now scheduled to expire at 6:00 p.m., New York City time, on Monday, September 19, 2011, and will not be extended again. The subsequent offering period was previously scheduled to expire at 6:00 p.m., New York City time, on September 12, 2011. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that as of 6:00 p.m. on September 12, 2011, a total of approximately 5,094,558 shares of Icagen’s common stock had been tendered, including shares tendered during the initial offering period and subsequent offering period. Eclipse has accepted all such tendered shares for payment. In addition, Pfizer already owns 1,067,015 shares of Icagen’s common stock, which when added to the total number of shares tendered represents approximately 67.2% of the outstanding shares of Icagen. Eclipse will promptly pay for all shares accepted for payment in accordance with the terms of the tender offer.
The procedures for accepting the tender offer and tendering shares during the subsequent offering period are the same as those described for the tender offer in the offer to purchase, except that shares tendered during the subsequent offering period may not be withdrawn. 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.
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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.