UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 2
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
INTERCEPT PHARMACEUTICALS, INC.
(Name of Subject Company (Issuer))
INTERSTELLAR ACQUISITION INC.
a wholly owned subsidiary of
ALFASIGMA S.P.A.
(Name of Filing Person (Offerors))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
45845P108
(CUSIP Number of Class of Securities)
Michele A. Cera
Corporate General Counsel
Alfasigma S.p.A.
Via Ragazzi del ’99, 5
40133 Bologna, Italy
+39 051 648 9521
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Matthew G. Hurd
Oderisio de Vito Piscicelli
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
¨ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to
which the statement relates:
x |
Third-party offer subject to Rule 14d-1. |
¨ |
Issuer tender offer subject to Rule 13e-4. |
¨ |
Going-private transaction subject to Rule 13e-3. |
¨ |
Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting
the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
¨ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
¨ |
Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
This Amendment No. 2 (this “Amendment”) amends and
supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on October 11, 2023 (as it may
be amended and supplemented from time to time, the “Schedule TO”) by Interstellar Acquisition Inc. (the “Purchaser”),
a Delaware corporation and a wholly owned subsidiary of Alfasigma S.p.A., an Italian società per azioni (joint stock company)
(“Alfasigma”). The Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock,
par value $0.001 per share (the “Shares”), of Intercept Pharmaceuticals, Inc., a Delaware corporation (“Intercept”),
at a price of $19.00 per Share, net to the seller in cash, without interest and subject to any applicable withholding taxes, upon the
terms and subject to the conditions described in the offer to purchase, dated October 11, 2023 (the “Offer to Purchase”),
and in the related letter of transmittal (the “Letter of Transmittal”), copies of which are attached to the Schedule TO as
Exhibits (a)(1)(i) and (a)(1)(ii), respectively, which Offer to Purchase and Letter of Transmittal collectively constitute the “Offer.”
Except as otherwise set forth in this Amendment, the information set
forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule
TO.
Item 11. Additional Information.
Section 17 — “Certain Legal Matters;
Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented by adding the following paragraph immediately
after the last paragraph of such subsection with the caption “Antitrust Compliance – HSR Act”:
“Each of Intercept and Alfasigma filed
a Premerger Notification and Report Form under the HSR Act with the FTC and the Antitrust Division in connection with the purchase of
Shares in the Offer and the Merger on October 10, 2023. At 11:59 p.m., Eastern Time, on October 25, 2023, the waiting period applicable
to the Offer under the HSR Act expired. Accordingly, the condition to the Offer relating to the expiration or termination of the waiting
period (or any extension thereof) under the HSR Act has been satisfied.”
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and
supplemented by adding the following exhibit:
(a)(5)(iv) Press Release of Alfasigma, dated October 26, 2023, announcing expiration of the waiting period under the HSR Act.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 26, 2023 |
ALFASIGMA S.P.A. |
|
|
|
|
By: |
/s/ Francesco Balestrieri |
|
|
Name: Francesco Balestrieri |
|
|
Title: Chief Executive Officer |
|
|
|
INTERSTELLAR ACQUISITION INC. |
|
|
|
|
By: |
/s/ Francesco Balestrieri |
|
|
Name: Francesco Balestrieri |
|
|
Title: President |
Exhibit (a)(5)(iv)
Alfasigma S.p.A.
Announces Expiration of Hart-Scott-Rodino Waiting Period in Connection with Pending Acquisition of Intercept Pharmaceuticals, Inc.
Bologna,
Italy– October 26, 2023 — Alfasigma S.p.A. (“Alfasigma”) today announced that the required waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to Alfasigma’s proposed
acquisition of Intercept Pharmaceuticals, Inc. (NASDAQ: ICPT) (“Intercept”) expired at 11:59 p.m. on October 25, 2023. The
expiration of the HSR Act waiting period satisfies one of the conditions to consummate the tender offer. Other customary offer conditions
remain to be satisfied, including, among others, a minimum tender of at least a majority of outstanding Intercept common stock. Unless
the tender offer is extended or earlier terminated in accordance with the rules and regulations of the SEC and the merger agreement governing
the tender offer and the related transactions, the offer and withdrawal rights will expire at 12:00 midnight, Eastern Time, on November
8, 2023 (one minute after 11:59 p.m., Eastern Time, on November 7, 2023).
Additional Information
This
press release is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for any tender
offer materials that Intercept or Alfasigma have filed or will file with the SEC. Interstellar Acquisition Inc., a Delaware corporation,
and Alfasigma have filed a Tender Offer Statement on Schedule TO with the SEC and Intercept has filed a Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC, in each case with respect to the Offer. The Offer will only be made pursuant to the Offer to Purchase,
the Letter of Transmittal and other related documents filed with such Schedule TO. The Tender Offer Statement (including the Offer
to Purchase, the related Letter of Transmittal and other offer documents) and the Solicitation/Recommendation Statement contain important
information that should be read carefully and considered before any decision is made with respect to the Offer. Investors and security
holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov
or by directing such requests to Georgeson LLC, the information agent for the Offer, at ICPTOffer@Georgeson.com.
Disclaimer
This
release may contain certain forward-looking statements with respect to the financial condition, results of operations and business
of Alfasigma and certain of the plans and objectives of Alfasigma with respect to these items, including without limitation
completion of the Offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding
Intercept, including without limitation with respect to its business, the Offer and merger, the expected timetable for completing
the transaction, and the strategic and other potential benefits of the transaction. Completion of the Offer and merger are subject
to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no
assurance that those conditions can be satisfied or that the transactions described in this release (the “Transactions”)
will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use
of words such as “plans,” “expects,” “expected,” “scheduled,”
“estimates,” “intends,” “anticipates,” “projects,” “potential,”
“continues” or “believes,” or variations of such words and phrases, or by statements that certain actions,
events, conditions, circumstances or results “may,” “could,” “should,” “would,”
“might” or “will” be taken, occur or be achieved. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors
that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be
satisfied or waived; (ii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions;
(iii) uncertainties as to the timing of the Offer and merger; (iv) uncertainties as to how many of Intercept’s stockholders
will tender their stock in the Offer; (v) the possibility that competing offers will be made; (vi) the failure to complete the Offer
or the merger in the timeframe expected by the parties or at all; (vii) the outcome of legal proceedings that may be instituted
against Intercept and/or others relating to the Transactions; (viii) the risk that the Transactions disrupt current plans and
operations of Intercept and adversely affect its ability to maintain relationships with employees, customers, or suppliers; (ix) the
possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected time-frames
or at all and to successfully integrate Intercept’s operations into those of Alfasigma; (x) the successful implementation of
Alfasigma’s strategy and the ability to realize the benefits of this strategy; (xi) domestic and global economic and business
conditions; (xii) regulatory developments affecting Alfasigma’s and/or Intercept’s actual or proposed products or
technologies; (xiii) political, economic and other developments in countries where Alfasigma operates; (xiv) industry consolidation
and competition; (xv) the possibility that Alfasigma’s business and/or Intercept’s business will be adversely impacted
during the pendency of the Transactions, and (xvi) other risk factors described in Intercept’s Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the SEC. Any forward-looking statements in this release are based upon information known
to Alfasigma on the date of this announcement. Readers are cautioned not to place undue reliance on any of these forward-looking
statements. These forward-looking statements speak only as of the date hereof. Neither Alfasigma nor Intercept undertakes any
obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or
otherwise.
About
Alfasigma
Alfasigma
is one of Italy's leading pharmaceutical companies with a strong international position. The Group has a worldwide presence in over 100
countries where about 3000 people work in research, development, production and distribution. In Italy, Alfasigma is a leader in the
prescription products market where, in addition to its strong focus on gastro-intestinal products, it is present in several primary care
therapeutic areas. It is popular with the consumer public for a number of nutraceuticals & food supplements that respond to different
needs, and that are well known and deeply rooted in the Italian families’ experience. Its historical headquarters is in Bologna,
to which another headquarter was added in Milan, while the production sites are: in Italy, in Pomezia (RM), Alanno (PE), Sermoneta (LT)
and Trezzano Rosa (MI) and abroad in Tortosa in Spain and in Shreveport (Louisiana) in the United States. The R&D laboratories are
in Pomezia and in the Parco Scientifico Tecnologico Kilometro Rosso in Bergamo.
# # #
Contact Information:
Information Agent for the Offer
Georgeson LLC
+1 888-293-6812
ICPTOffer@Georgeson.com
Alfasigma S.p.A.
Corporate Communication
Simona Gelpi simona.gelpi@alfasigma.com
Gea Gardini gea.gardini@alfasigma.com
www.alfasigma.it
iCorporate
Luca Bolzoni luca.bolzoni@icorporate.it
+39.347.6498627
Alberto Colombini alberto.colombini@icorporate.it
+ 39.335.1222631
Tancredi Intelligent Communication
Emma Valgimigli emma@tancredigroup.com
Emma Hodges hemma@tancredigroup.com
alfasigma@tancredigroup.com
+44 203 434 2330
Intercept Pharmaceuticals (NASDAQ:ICPT)
Historical Stock Chart
From May 2024 to Jun 2024
Intercept Pharmaceuticals (NASDAQ:ICPT)
Historical Stock Chart
From Jun 2023 to Jun 2024