SUMMIT, N.J.--(BUSINESS WIRE)--
Celgene Corporation (NASDAQ:CELG) today announced that the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 ("HSR") with respect to the previously announced tender offer by
its wholly-owned subsidiary, Strix Corporation, for all issued and
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 and subsequent merger of Strix
Corporation with Receptos expired at 11:59 p.m. EDT on August 10, 2015.
The expiration of the HSR waiting period satisfies one of the conditions
to the closing of the pending acquisition, which remains subject to
other customary closing conditions. Celgene expects the transaction to
close in the third quarter of 2015.
The tender offer is scheduled to expire at midnight EDT on Monday,
August 24, 2015, unless extended.
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 biopharmaceutical 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,
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, have filed 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 has also filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. THESE DOCUMENTS, AS
EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER AND RECEPTOS STOCKHOLDERS ARE URGED
TO READ THEM CAREFULLY. Stockholders of Receptos may obtain a free copy
of these documents 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 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.
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Source: Celgene Corporation
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