Celgene Receives Antitrust Clearance for Receptos Acquisition
August 11 2015 - 7:30AM
Business Wire
Celgene Corporation (NASDAQ:CELG) today announced that the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (“HSR”) with respect to the previously
announced tender offer by its wholly-owned subsidiary, Strix
Corporation, for all issued and 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 and subsequent merger of Strix Corporation with
Receptos expired at 11:59 p.m. EDT on August 10, 2015. The
expiration of the HSR waiting period satisfies one of the
conditions to the closing of the pending acquisition, which remains
subject to other customary closing conditions. Celgene expects the
transaction to close in the third quarter of 2015.
The tender offer is scheduled to expire at midnight EDT on
Monday, August 24, 2015, unless extended.
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 biopharmaceutical 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, have filed 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 has also filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer. THESE
DOCUMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND
RECEPTOS STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY.
Stockholders of Receptos may obtain a free copy of these documents
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
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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CelgeneInvestors:908-673-9628investors@celgene.comorMedia:908-673-2275media@celgene.com
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