Alfasigma S.p.A. entered into a definitive merger agreement to acquire Intercept Pharmaceuticals, Inc. (NasdaqGS:ICPT) for approximately $840 million on September 26, 2023. Under the terms of the merger agreement, Alfasigma has agreed to commence a cash tender offer to acquire all issued and outstanding shares of Intercept common stock for $19 per share in cash. The transaction will be fully financed by Alfasigma?s existing cash on hand and existing corporate credit facilities. Upon completion of the merger, Intercept will become a wholly owned subsidiary of Alfasigma, and the common stock of Intercept will cease to be traded on the NASDAQ Stock Market. In the event of a termination of the Merger Agreement under certain specified circumstances, Intercept is required to pay Alfasigma a termination fee equal to $34 million.

The closing of the tender offer will be subject to customary conditions, including the tender of at least a majority of the outstanding shares, there shall have been validly tendered and not validly withdrawn that number of Shares that, considered together with all other Shares (if any) beneficially owned by Alfasigma and its affiliates, represents one more Share than 50% of the Shares outstanding at the time of the expiration of the Offer and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and The Offer is not subject to a financing condition. The board of directors of Alfasigma also approved the agreement. As at 11:59 p.m. on October 25, 2023, Alfasigma announces expiration of Hart-Scott-Rodino Waiting Period in connection with acquisition of Intercept Pharmaceuticals. Upon successful completion of the tender offer, Alfasigma would acquire all shares not acquired in the tender offer through a second-step merger for the same consideration that the tendering stockholders will receive in the tender offer. The members of the Board of Directors of Intercept have unanimously approved the transaction. As per filling on October 30, 2023, Alfasigma SpA has obtained an anti-trust nod in the US. Transaction is expected to close by the end of 2023. All-cash offer commenced on October 11, 2023. The Offer will expire at 12:00 midnight, Eastern Time, on November 8, 2023. As of November 8, 2023, Alfasigma announced that the tender offer expired as scheduled at one minute after 11:59 p.m., Eastern Time on November 7, 2023. As of the expiration, 31,158,412 shares of common stock of Intercept had been validly tendered and not validly withdrawn, representing approximately 74.5% of Intercept?s outstanding shares of common stock. All the conditions to the tender offer were satisfied and Alfasigma and Interstellar have accepted for payment and will promptly pay the depositary for all validly tendered shares. Alfasigma expects to complete the acquisition of all of the remaining shares of common stock of Intercept not purchased in the tender offer through a merger without a vote or meeting of Intercept?s stockholders pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. All the remaining shares will be converted into the right to receive the same $19 per share, net to the seller thereof in cash, without interest, less any applicable withholding of taxes. Alfasigma expects to complete the acquisition of Intercept on November 8, 2023.

Barclays and Centerview Partners are serving as financial advisors and fairness opinion providers to Intercept. Graham Robinson, Maya P. Florence, Michael J. Hong, Laura P. Knoll, Regina Olshan, Timothy F. Nelson, Maria Raptis, Resa K. Schlossberg, David E. Schwartz, Moshe Spinowitz and Joseph (Yossi) Vebman of Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal counsels to Intercept. PJT Partners is acting as exclusive financial advisor to Alfasigma and Matthew G. Hurd, Oderisio de Vito Piscicelli and Lucas Carsley of Sullivan & Cromwell LLP and Chiomenti Studio Legale acted as legal counsels to Alfasigma. Computershare Trust Company, N.A. is acting as the depositary and paying agent for Intercept Pharmaceuticals.

Alfasigma S.p.A. completed the acquisition of Intercept Pharmaceuticals, Inc. (NasdaqGS:ICPT) on November 8, 2023.