Pfizer Inc. (NYSE: PFE) and Icagen, Inc. (Nasdaq: ICGN) have entered into a definitive merger agreement. Pfizer, which currently owns approximately 11% of Icagen's fully diluted shares, will acquire the remaining 8.3 million shares at a price of $6.00 per share. The aggregate transaction value, including the value of the shares currently owned by Pfizer, is approximately $56 million.
In 2007, Pfizer and Icagen entered into a worldwide collaboration for the discovery, development and commercialization of compounds that modify three specific sodium ion channels as new potential treatments for pain and related disorders. These sodium ion channels are important in the generation of electrical signals in nerve fibers that mediate the initiation, transmission and sensation of pain. By selectively targeting these sodium channels, the companies are seeking to develop effective treatments for serious pain disorders with fewer side effects.
"We're excited that Icagen, a global leader in pain research, will join Pfizer, further strengthening our innovative core," said Ruth McKernan, senior vice president, Pfizer's Pain & Sensory Disorders and Regenerative Medicine unit, known as Neusentis. "Icagen's capabilities and core ion channel technology will help to further expand Pfizer's position in the pain relief disease area and our ability to develop potential first-in-industry drugs for the treatment of pain and related disorders."
"We are delighted to announce today Pfizer's agreement to acquire Icagen. During the nearly four years since the initiation of our collaboration, each side has developed a mutual appreciation of the expertise and capabilities of the other. By joining forces in a more integrated manner, we believe that our joint efforts towards the identification and development of novel pharmaceuticals targeting specific ion channels will be significantly enhanced," noted P. Kay Wagoner, Ph.D., chief executive officer of Icagen. "Importantly, I would like to take this opportunity to acknowledge the dedicated efforts of our employees, who have been responsible for the progress we have made. We very much look forward to continuing our efforts as a part of the Pfizer research organization."
Under the terms of the definitive merger agreement, Pfizer will promptly commence a tender offer to purchase all of the outstanding shares of Icagen common stock for $6.00 per share in cash. The agreement also provides for the parties to effect, subject to customary conditions, a merger to be completed following the completion of the tender offer which would result in all shares not tendered in the tender offer being converted into the right to receive $6.00 per share in cash. The completion of the tender offer is conditioned on Pfizer acquiring sufficient shares to own a majority of the shares of Icagen on a fully-diluted basis and other customary conditions.
The companies are targeting closing before the end of the year.
J.P. Morgan Securities LLC acted as financial advisor to Icagen.
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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.