January 20, 2025 | Health Care | North America | Active
Johnson & Johnson (“J&J”) announced on 13-Jan-25 an agreement to buy Intra-Cellular Therapies, a biopharmaceutical company specialising in therapies to treat neuropsychiatric and neurological disorders. Target shareholders will receive $132 per share in cash, valuing the company at $14.6bn and implying a 39.1% one-day takeover premium over ITCI’s undisturbed trading price. Conditions to closing include regulatory clearances under HSR in the US (notification within 10 business days, i.e., by 27-Jan-25) and from other jurisdictions, as well as approval from ITCI shareholders (50%). The merger agreement contains customary clauses on representations, warranties, covenants, and MAC, with carveouts for pandemics and wars. ITCI is subject to non-solicitation provisions, with fiduciary-out exemptions. The clause on reasonable best efforts is also standard, with the merging entities agreeing to take “all actions that are necessary” to consummate the deal. The burdensome condition is not quantified but restricts the parties from divesting or separating any business that would result in “a material impairment to the overall benefits expected” from the deal. J&J will fund the deal through a combination of cash and debt. The termination fee is $475m, but there is no RTF. Completion has been ...
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