SUMMIT, N.J.--(BUSINESS WIRE)--
Celgene Corporation (NASDAQ:CELG) today announced that its direct
wholly-owned subsidiary, Strix Corporation, has commenced its previously
announced tender offer for all 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. The tender offer is being made in connection with the Agreement
and Plan of Merger, dated July 14, 2015, by and among Celgene, Strix
Corporation and Receptos, Inc.
The board of directors of Receptos has unanimously determined that the
offer is fair, advisable and in the best interests of Receptos and its
stockholders and recommends that the stockholders of Receptos accept the
offer and tender their shares.
The tender offer is scheduled to expire at midnight EDT on Monday,
August 24, 2015, unless extended.
Complete terms and conditions of the tender offer can be found in the
Offer to Purchase, Letter of Transmittal and other related materials
that will be filed by Celgene and Strix Corporation with the SEC on
July 28, 2015. In addition, on July 28, 2015, Receptos will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC
relating to the offer.
Copies of the Offer to Purchase, Letter of Transmittal and other related
materials are available free of charge 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.firstname.lastname@example.org,
and, when they become available, at the website maintained by the SEC at www.sec.gov.
American Stock Transfer & Trust Company, LLC is acting as depositary for
the tender offer.
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.
Celgene Corporation, headquartered in Summit, New Jersey, is an
integrated global pharmaceutical 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.
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, intend to file 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 intends to file a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. Celgene, Strix
Corporation and Receptos intend to mail these documents to the
stockholders of Receptos. THESE DOCUMENTS, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE TENDER OFFER AND RECEPTOS STOCKHOLDERS ARE URGED TO READ THEM
CAREFULLY WHEN THEY BECOME AVAILABLE. Stockholders of Receptos will be
able to obtain a free copy of these documents (when they become
available) 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
(when they become available) 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.email@example.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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150728005791/en/
Source: Celgene Corporation
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