Pfizer extends tender offer to Icagen

NEW YORK and RESEARCH TRIANGLE PARK, N.C.—Pfizer Inc. hasannounced that Eclipse Acquisition Corp., its wholly owned subsidiary, hasextended the expiration date of its tender offer to Icagen, Inc. by one day.The offer was originally scheduled to expire at 12:00 midnight, New York Citytime, at the end of Wednesday, Aug. 31, and will now expire at the end ofThursday, Sept. 1, unless the company is willing to make another extension.

American Stock Transfer & Trust Company, LLC, which isoperating as the depositary for the tender offer, noted that as of 12:00midnight on Aug. 31, about 4,044,035 shares of Icagen common stock had beenvalidly tendered, including the shares tendered by directors and executiveofficers of Icagen. Currently, Pfizer has ownership of 1,067,015 shares ofIcagen's common stock, which, along with the number of shares validly tenderedthat have not been withdrawn pursuant to the offer, consists of about 57percent of Icagen's outstanding shares. The total presents about 49 percent of Icagen'sfully diluted shares, and is 107,431 shares short of the number needed tosatisfy the minimum threshold of shares to be tendered required for Pfizer topay for the shares.

Other than the extended expiration deadline, all other termsand conditions of Pfizer's tender offer remain the same.

Pfizer and Icagen entered into a definitive merger agreementas of July 20, when Pfizer, which owns about 11 percent of Icagen's fullydiluted shares, made an offer to acquire the remaining 8.3 million shares for$6 per share. The total transaction value, including the value of the sharesPfizer already owns, is about $56 million. The two companies have an existingrelationship consisting of a worldwide collaboration begun in 2007 for thediscovery, development and commercialization of compounds that could modifythree sodium ion channels as potential treatments for pain and similardisorders.

"We are delighted to announce today Pfizer's agreement toacquire Icagen. During the nearly four years since the initiation of ourcollaboration, each side has developed a mutual appreciation of the expertiseand capabilities of the other," P. Kay Wagoner, Ph.D., chief executive officerof Icagen, said in a press release announcing the merger agreement. "By joiningforces in a more integrated manner, we believe that our joint efforts towardsthe identification and development of novel pharmaceuticals targeting specificion channels will be significantly enhanced. Importantly, I would like to takethis opportunity to acknowledge the dedicated efforts of our employees, whohave been responsible for the progress we have made. We very much look forwardto continuing our efforts as a part of the Pfizer research organization."

If all of the tender offer's conditions are satisfied, Eclipsewill complete the transaction by accepting payment for the Icagen shares, andonce the offer is completed, the acquisition will be completed through a mergerunder Delaware law. Those of Icagen's shareholders who choose not to tendertheir shares in the tender offer will not be paid for said shares until themerger is completed. Icagen's board of directors has recommend that thecompany's shareholders all tender their stocks into the offer.

The two companies intend a closing before the end of 2011.

SOURCE: Pfizer press release