UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
| ICAGEN, INC. |
(Name of Subject Company (Issuer))
| PFIZER INC. ECLIPSE ACQUISITION CORP. |
(Names of Filing Persons (Offerors))
| Common Stock, par value $0.001 per share |
(Title of Class of Securities)
45104P500
(CUSIP Number of Common Stock)
| Amy W. Schulman Executive Vice President and General Counsel Pfizer Inc. 235 East 42nd Street New York, New York 10017-5755 Telephone: (212) 733-2323 |
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with copies to:
| Steven A. Wilcox Ropes & Gray LLP Prudential Tower, 800 Boylston Street Boston, MA 02199 Telephone: (617) 951-7000 |
CALCULATION OF FILING FEE
|
| ||
| Transaction Valuation* | Amount Of Filing Fee** | |
| $49,563,006 | $5,754.26 | |
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| ||
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| * | Estimated solely for purposes of calculating amount of filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934. The transaction value was calculated by multiplying $6.00, which is the purchase price in the Offer, by the number of outstanding shares of Common Stock (the “Shares”) of Icagen, Inc. (“Icagen”) as of July 20, 2011, which consists of 8,852,725 Shares issued and outstanding, 36,250 in-the-money options to purchase Shares and 438,541 Shares underlying restricted stock units, less 1,067,015 shares beneficially owned by Pfizer Inc. |
| ** | The amount of filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 5 for fiscal year 2011 issued by the Securities and Exchange Commission. Such fee equals 0.011610% of the transaction value. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | $5,754.26 | |
| Form or Registration No.: | Schedule TO-T | |
| Filing Party: | Pfizer Inc. | |
| Date Filed: | August 3, 2011 |
| ¨ | 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 tender offer subject to Rule 14d-1. |
| ¨ | Issuer tender offer subject to Rule 13e-4. |
| ¨ | Going-private transaction subject to Rule 13e-3. |
| x | 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: ¨
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. 6 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on September 13, 2011, amends and supplements the Tender Offer Statement on Schedule TO filed on August 3, 2011, as amended by Amendment No. 1 filed with the SEC on August 19, 2011, Amendment No. 2 filed with the SEC on August 26, 2011, Amendment No. 3 filed with the SEC on September 1, 2011, Amendment No. 4 filed with the SEC on September 2, 2011, and Amendment No. 5 filed with the SEC on September 6, 2011 (as amended or supplemented from time to time, the “Schedule TO”) and relates to a tender offer by Eclipse Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Pfizer Inc., a Delaware corporation (“Pfizer”), to purchase all of the outstanding shares of Common Stock, par value $0.001 per share (the “Shares”), of Icagen, Inc., a Delaware corporation (“Icagen”), at a purchase price of $6.00 per Share, paid to the seller in cash, without interest thereon, less any applicable withholding and transfer taxes, and subject to the conditions set forth in the Offer to Purchase dated August 3, 2011 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”). This Amendment is being filed on behalf of the Purchaser and Pfizer.
Except as otherwise set forth below, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented as follows:
“On September 13, 2011, the Purchaser extended the expiration of the subsequent offering period of the Offer until 6:00 p.m., New York City time, on Monday, September 19, 2011. The subsequent offering period of the Offer was previously scheduled to expire at 6:00 p.m., New York City time, on Monday, September 12, 2011. The Depositary has advised Pfizer that, as of 6:00 p.m., New York City time, 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 the subsequent offering period. Eclipse has accepted all such tendered shares for payment and is the beneficial owner of such shares. As a wholly-owned subsidiary of Pfizer, Eclipse shares the power to vote and dispose of the 5,094,558 Shares it beneficially owns with Pfizer, which represents 55.6% of the total number of Shares outstanding.1
In addition, Pfizer already owns 1,067,015 Shares of Icagen’s common stock, which when added to the number of Shares validly tendered during the initial offering period and all Shares validly tendered during the subsequent offering period 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. Pfizer has sole voting and dispositive power over 1,067,015 Shares and shared voting and dispositive power over 5,094,558 Shares.
The full text of the press release issued by Pfizer and Icagen on September 13, 2011 announcing the extension of the subsequent offering period is attached hereto as Exhibit (a)(5)(G) and is incorporated herein by reference.”
Item 12. EXHIBITS
The following is filed as an Exhibit to this Amendment:
| (a)(5)(G) | Joint Press Release issued by Pfizer Inc. and Icagen, Inc., dated September 13, 2011. |
| 1 | Calculation based on 9,164,681 shares outstanding as of September 12, 2011, which figure is based on information provided by Icagen, Inc.’s transfer agent. |
SIGNATURES
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.
| PFIZER INC. | ||||||
| Dated: September 13, 2011 |
By: | /S/ BRYAN A. SUPRAN | ||||
| Name: | Bryan A. Supran | |||||
| Title: | Senior Vice President and Associate General Counsel | |||||
| ECLIPSE ACQUISITION CORP. | ||||||
| Dated: September 13, 2011 |
By: | /S/ ANDREW MURATORE | ||||
| Name: | Andrew Muratore | |||||
| Title: | Vice President and Secretary | |||||
EXHIBIT INDEX
| (a)(1)(A) | Offer to Purchase for Cash, dated August 3, 2011.* | |
| (a)(1)(B) | Form of Letter of Transmittal.* | |
| (a)(1)(C) | Form of Notice of Guaranteed Delivery.* | |
| (a)(1)(D) | Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(E) | Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.* | |
| (a)(2) | None. | |
| (a)(3) | None. | |
| (a)(4) | None. | |
| (a)(5)(A) | Joint Press Release issued by Pfizer Inc. and Icagen, Inc., dated July 20, 2011 (incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by Pfizer Inc. on July 20, 2011). * | |
| (a)(5)(B) | Summary Advertisement published in The Wall Street Journal on August 3, 2011. * | |
| (a)(5)(C) | Letter to the Board of Directors of Icagen, Inc., dated August 25, 2011.* | |
| (a)(5)(D) | Joint Press Release issued by Pfizer Inc. and Icagen, Inc., dated September 1, 2011.* | |
| (a)(5)(E) | Joint Press Release issued by Pfizer Inc. and Icagen, Inc., dated September 2, 2011. * | |
| (a)(5)(F) | Joint Press Release issued by Pfizer Inc. and Icagen, Inc., dated September 6, 2011. * | |
| (a)(5)(G) | Joint Press Release issued by Pfizer Inc. and Icagen, Inc., dated September 13, 2011. | |
| (b) | None. | |
| (d)(1) | Agreement and Plan of Merger, dated as of July 20, 2011, by and between Pfizer Inc., Eclipse Acquisition Corp., and Icagen, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Icagen, Inc. on July 20, 2011).* | |
| (d)(2) | Form of Tender and Voting Agreement, dated as of June 20, 2011, by and between Pfizer Inc., Icagen’s directors and executive officers and Venrock Associates and Venrock Associates II, L.P.* | |
| (d)(3) | Amended and Restated Letter Agreement, dated October 10, 2006, by and between Pfizer Inc. and Icagen, Inc.* | |
| (d)(4) | Amendment to Amended and Restated Letter Agreement, dated June 14, 2011, by and between Pfizer Inc. and Icagen, Inc.* | |
| (d)(5) | Collaborative Research and License Agreement, dated as of August 13, 2007, between Icagen, Inc. and Pfizer Inc. (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Icagen, Inc. on November 5, 2007).* | |
| (d)(6) | Agreement and Amendment to the Exclusive License Agreement, dated as of September 17, 2009, between Icagen, Inc. and Pfizer Inc. (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Icagen, Inc. on November 9, 2009).* | |
| (d)(7) | Second Agreement and Amendment to the Exclusive License Agreement, dated as of September 21, 2010, between Icagen, Inc. and Pfizer Inc. (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Icagen, Inc. on November 10, 2010).* | |
| (d)(8) | Third Agreement and Amendment to the Collaborative Research and License Agreement, dated July 20, 2011, between Icagen, Inc. and Pfizer Inc. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Icagen, Inc. on July 20, 2011).* | |
| (d)(9) | Purchase Agreement, dated August 13, 2007, between Icagen, Inc. and Pfizer Inc. (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Icagen, Inc. on August 14, 2007).* | |
| (d)(10) | First Amendment to the Purchase Agreement, dated as of July 20, 2011, between Icagen, Inc. and Pfizer Inc. (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Icagen, Inc. on July 20, 2011).* | |
| (g) | None. | |
| (h) | None. | |
| * | Previously filed. |
Exhibit (a)(5)(G)
Pfizer Extends Subsequent Offering Period of Tender Offer to Acquire Icagen, Inc.
September 13, 2011
New York, N.Y. and Research Triangle Park, N.C., September 13, 2011 – 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 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.
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.
Contacts
Pfizer:
Joan Campion (media)
212-733-2798
Suzanne Harnett (investors)
212-733-8009
Icagen:
Richard D. Katz, M.D.
EVP, Finance and Corporate Development;
Chief Financial Officer
(919) 941-5206
rkatz@icagen.com