Celgene Corporation Commences Tender Offer for Receptos, Inc.
July 28 2015 - 7:30AM
Business Wire
Celgene Corporation (NASDAQ:CELG) today announced that its
direct wholly-owned subsidiary, Strix Corporation, has commenced
its previously announced tender offer for all outstanding shares of
common stock of Receptos, Inc. (NASDAQ: RCPT) at a price of $232.00
per share, net to the seller in cash, without interest and less
required withholding taxes. The tender offer is being made in
connection with the Agreement and Plan of Merger, dated July 14,
2015, by and among Celgene, Strix Corporation and Receptos,
Inc.
The board of directors of Receptos has unanimously determined
that the offer is fair, advisable and in the best interests of
Receptos and its stockholders and recommends that the stockholders
of Receptos accept the offer and tender their shares.
The tender offer is scheduled to expire at midnight EDT on
Monday, August 24, 2015, unless extended.
Complete terms and conditions of the tender offer can be found
in the Offer to Purchase, Letter of Transmittal and other related
materials that will be filed by Celgene and Strix Corporation with
the SEC on July 28, 2015. In addition, on July 28, 2015,
Receptos will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC relating to the offer.
Copies of the Offer to Purchase, Letter of Transmittal and other
related materials are available free of charge by contacting Morrow
& Co., LLC the information agent for the tender offer,
toll-free at (855) 201-1081 (or at +1 203 658-9400 collect if you
are located outside the U.S. and Canada), or by email to
Receptos.info@morrowco.com, and, when they become available, at the
website maintained by the SEC at www.sec.gov. American
Stock Transfer & Trust Company, LLC is acting as
depositary for the tender offer.
About Receptos
Receptos is a biopharmaceutical company developing therapeutic
candidates for the treatment of immune and metabolic diseases.
Receptos' lead program, Ozanimod, is a sphingosine 1-phosphate 1
and 5 receptor small molecule modulator in development for
immune-inflammatory indications including IBD and RMS. Patents
supporting Ozanimod were exclusively licensed to Receptos from The
Scripps Research Institute (TSRI). Receptos is also developing
RPC4046, an anti-interleukin-13 (IL-13) antibody for (EoE), an
allergic/immune-mediated orphan disease, as well as other pipeline
and pre-clinical stage compounds.
About Celgene
Celgene Corporation, headquartered in Summit, New Jersey, is an
integrated global pharmaceutical company engaged primarily in the
discovery, development and commercialization of innovative
therapies for the treatment of cancer and inflammatory diseases
through gene and protein regulation. For more information, please
visit www.celgene.com. Follow Celgene on Social Media:
@Celgene, Pinterest, LinkedIn and YouTube.
Additional Information
This news release and the description contained herein is for
informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any shares of Receptos. Celgene
and its wholly-owned subsidiary, Strix Corporation, intend to file
with the Securities and Exchange Commission (the “SEC”) a Tender
Offer Statement on Schedule TO containing an offer to purchase, a
form of letter of transmittal and other documents relating to the
tender offer, and Receptos intends to file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Celgene, Strix Corporation and
Receptos intend to mail these documents to the stockholders of
Receptos. THESE DOCUMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER AND RECEPTOS STOCKHOLDERS ARE URGED TO READ THEM
CAREFULLY WHEN THEY BECOME AVAILABLE. Stockholders of Receptos will
be able to obtain a free copy of these documents (when they become
available) and other documents filed by Receptos, Celgene or Strix
Corporation with the SEC at the website maintained by the SEC at
www.sec.gov. In addition, stockholders may obtain a free copy of
these documents (when they become available) by contacting Morrow
& Co., LLC the information agent for the tender offer,
toll-free at (855) 201-1081 (or at +1 203 658-9400 collect if you
are located outside the U.S. and Canada), or by email to
Receptos.info@morrowco.com.
Forward Looking Statements
This press release contains forward-looking statements, which
are generally statements that are not historical facts.
Forward-looking statements can be identified by the words
"expects," "anticipates," "believes," "intends," "estimates,"
"plans," "will," "outlook" and similar expressions. Forward-looking
statements are based on management's current plans, estimates,
assumptions and projections, and speak only as of the date they are
made. Celgene and Receptos undertake no obligation to update any
forward-looking statement in light of new information or future
events, except as otherwise required by law. Forward-looking
statements involve inherent risks and uncertainties, most of which
are difficult to predict and are generally beyond the control of
either company, including the following: (a) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the merger agreement; (b) the inability to complete
the transaction due to the failure to satisfy conditions to the
transaction; (c) the risk that the proposed transaction disrupts
current plans and operations; (d) difficulties or unanticipated
expenses in connection with integrating Receptos into Celgene; (e)
the risk that the acquisition does not perform as planned; and (f)
potential difficulties in employee retention following the closing
of the transaction. Actual results or outcomes may differ
materially from those implied by the forward-looking statements as
a result of the impact of a number of factors, many of
which are discussed in more detail in the public reports
of each company filed with the SEC.
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version on businesswire.com: http://www.businesswire.com/news/home/20150728005791/en/
For Celgene:Investors:(908)
673-9628 investors@celgene.comMedia:(908) 673-2275
media@celgene.com
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