ICPT - Alfasigma completes acquisition of Intercept Pharmaceuticals Inc. | Benzinga
BOLOGNA, Italy and MORRISTOWN, N.J., Nov. 08, 2023 (GLOBE NEWSWIRE) -- Alfasigma S.p.A. ("Alfasigma") and Intercept Pharmaceuticals, Inc. ("Intercept") announced today the completion of the acquisition of Intercept by Alfasigma through its wholly owned subsidiary Interstellar Acquisition Inc.
Following the completion of Alfasigma's successful tender offer to purchase all outstanding shares of common stock of Intercept for USD 19.00 per share, net to the seller thereof in cash, without interest, less any applicable withholding of taxes, Alfasigma acquired all remaining shares of common stock of Intercept through a merger pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. As a result of the transaction, Intercept has become a wholly owned subsidiary of Alfasigma, and the common stock of Intercept has ceased to be traded on the NASDAQ Stock Market.
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 were 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.
With this transaction, Alfasigma adds Ocaliva to its portfolio, the only second-line treatment approved by the Food and Drug Administration (FDA) for primary biliary cholangitis (PBC), a progressive autoimmune disease affecting the liver. The deal will strengthen Alfasigma's pipeline, with the addition of a novel fixed-dose combination possibly establishing a new treatment paradigm for PBC.
Stefano Golinelli, Chairman of Alfasigma, commented: "At Alfasigma, the passion we have for Pharmaceuticals is in our DNA - and a driver for our ambitious international growth plans. Thus, we are delighted to announce the successful outcome of our tender offer for Intercept Pharmaceuticals, Inc. This transaction not only allows us to expand our portfolio with Ocaliva, a leading treatment against PBC, it is also central to strengthening our presence in the highly attractive US market. This deal represents an important opportunity for both companies, and certifies Alfasigma's commitment to our mission of improving people's health and quality of life".
Francesco Balestrieri, CEO of Alfasigma, added: "Today, we complete a transformational acquisition which strongly aligns with our strategy of building a solid presence in gastroenterology and hepatology, Alfasigma's core business areas. Intercept's leading product Ocaliva is the first and only FDA approved second line treatment for adult patients with PBC. Furthermore, Alfasigma will benefit from a strengthened innovation and R&D pipeline, including the addition of a novel fixed-dose combination of obeticholic acid and bezafibrate with potential to establish a new paradigm in the treatment of patients with PBC. This deal represents a significant progress in Alfasigma's international growth plan, and we look forward to working with our colleagues at Intercept to provide innovative and effective treatment options for patients affected by severe liver diseases, and to growing our business in the United States".
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. Actual events or results may differ from Alfasigma's expectations due to risks and uncertainties inherent in Alfasigma's business, including, without limitation: litigation relating to the transaction; risks that the transaction disrupts the current plans and operations of Alfasigma or Intercept; the ability of Intercept to retain key personnel; competitive responses to the transaction; unexpected ...