Intra-Cellular Therapies Enters Merger Agreement with Johnson & Johnson

Intra-Cellular Therapies, Inc. recently disclosed its entry into an Agreement and Plan of Merger with Johnson & Johnson, a New Jersey corporation, along with Fleming Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Johnson & Johnson. This merger agreement stipulates that Merger Sub will merge with and into Intra-Cellular Therapies, with the latter surviving as a wholly owned subsidiary of Johnson & Johnson.

Upon the Effective Time of the merger, each share of Intra-Cellular Therapies’ common stock will be converted into the right to receive $132.00 per share in cash. The companies anticipate closing the merger later in the year, subject to customary closing conditions, including obtaining approval from Intra-Cellular Therapies’ stockholders.

In accordance with the Merger Agreement, Intra-Cellular Therapies has made customary representations and warranties and has agreed to certain covenants prior to the Effective Time. The company is also restricted from soliciting alternative acquisition proposals, subject to certain exceptions allowing consideration of superior proposals.

If the Merger Agreement is terminated, Intra-Cellular Therapies may be required to pay a termination fee of $475,500,000 under specified circumstances. The agreement also outlines the treatment of outstanding Company Options, RSU Awards, and PSU Awards at the Effective Time.

The disclosure also included information regarding a press release issued jointly by Intra-Cellular Therapies and Johnson & Johnson on January 13, 2025, addressing the merger agreement. Additionally, Intra-Cellular Therapies plans to file a proxy statement relating to the transaction with the Securities and Exchange Commission.

Investors should be cautious of potential forward-looking statements made in connection with this merger, as they are subject to risks and uncertainties. For detailed information on the merger agreement and related transactions, the full text of the Merger Agreement has been provided in the filing. Additionally, the press release attached to the filing offers insights into the strategic implications and future growth prospects resulting from the merger between Intra-Cellular Therapies and Johnson & Johnson.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Intra-Cellular Therapies’s 8K filing here.

About Intra-Cellular Therapies

Intra-Cellular Therapies, Inc, a biopharmaceutical company, focuses on the discovery, clinical development, and commercialization of small molecule drugs that address medical needs primarily in neuropsychiatric and neurological disorders by targeting intracellular signaling mechanisms in the central nervous system (CNS) in the United States.