UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange
Act of 1934
Intercept Pharmaceuticals, Inc.
(Name of Subject Company)
Intercept Pharmaceuticals, Inc.
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
45845P108
(CUSIP Number of Class of Securities)
Jerome Durso
President and Chief Executive Officer
305 Madison Avenue
Morristown, NJ 07960
(646) 747-1000
(Name, address, and telephone numbers of person
authorized to receive notices and communications
on behalf of the persons filing statement)
Graham Robinson
Laura Knoll
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street, 23rd Floor
Boston, Massachusetts 02116
(617) 573-4800
| x |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Schedule 14D-9 filing relates solely to preliminary communications
made before the commencement of a planned tender offer (the “Offer”) by Interstellar Acquisition Inc. (“Purchaser”),
a wholly owned subsidiary of Alfasigma S.p.A. (“Parent”), for all of the outstanding shares of common stock, par value
$0.001 per share of Intercept Pharmaceuticals, Inc. (the “Company”), to be commenced pursuant to the Agreement and
Plan of Merger, dated September 26, 2023, among the Company, Parent and Purchaser. If successful, the Offer will be followed by a merger
of Purchaser with and into the Company (the “Merger”).
This Schedule 14D-9 filing consists of the following documents relating
to the proposed Offer and Merger:
Notice to Investors and Security Holders
The tender offer described in this Schedule 14D-9 has not yet commenced.
This Schedule 14D-9 is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares
of Intercept Pharmaceuticals, Inc. (the “Company”), nor is it a substitute for any tender offer materials that the Company
or Alfasigma S.p.A. (together with its subsidiaries, “Alfasigma”) will file with the SEC. A solicitation and an offer to buy
shares of the Company will be made only pursuant to an offer to purchase and related materials that Alfasigma intends to file with the
SEC. At the time the tender offer is commenced, Alfasigma will file a Tender Offer Statement on Schedule TO with the SEC, and the Company
will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S
STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter
of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders
of the Company at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available
for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting Alfasigma or the Company.
Free copies of these materials and certain other offering documents will be made available by the Company by mail to Intercept Pharmaceuticals,
Inc., 305 Madison Avenue, Morristown, NJ 07960, Attention: Corporate Secretary, by email at investors@interceptpharma.com, or by directing
requests for such materials to the information agent for the offer, which will be named in the tender offer materials. Copies of the documents
filed with the SEC by the Company will be available free of charge under the “Investors & Media” section of the Company’s
internet website at https://ir.interceptpharma.com/investor-relations.
In addition to the Offer to Purchase, the related Letter of Transmittal
and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, the Company files periodic reports and
other information with the SEC. The Company’s filings with the SEC are also available for free to the public from commercial document-retrieval
services and at the website maintained by the SEC at www.sec.gov.
Forward Looking Statements
This Schedule 14D-9 contains forward-looking statements related to
the Company, Alfasigma and the proposed acquisition of the Company by Alfasigma (the “Transaction”) that involve substantial
risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,”
“predict,” “project,” “seek,” “target,” “potential,” “will,” “would,”
“could,” “should,” “continue” and similar expressions. In this Schedule 14D-9, the Company’s
forward-looking statements include statements about the parties’ ability to satisfy the conditions to the consummation of the tender
offer and the other conditions to the consummation of the Transaction; statements about the expected timetable for completing the Transaction;
the Company’s plans, objectives, expectations and intentions; the financial condition, results of operations and business of the
Company and Alfasigma; the ability to successfully commercialize the Company’s product and product candidates and generate future
revenues with respect to the Company’s product candidates; and the anticipated timing of the closing of the Transaction.
Forward-looking statements are subject to certain risks, uncertainties,
or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any
such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ
from expectations contemplated by forward-looking statements include, among other things: uncertainties as to the timing of the tender
offer and merger; uncertainties as to how many of the Company’s stockholders will tender their stock in the offer; the possibility
that competing offers will be made; the possibility that various closing conditions for the Transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transaction; the effects
of the Transaction on relationships with employees, other business partners or governmental entities; the difficulty of predicting the
timing or outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; that Alfasigma may not realize
the potential benefits of the Transaction; other business effects, including the effects of industry, economic or political conditions
outside of the companies’ control; Transaction costs; actual or contingent liabilities; and other risks listed under the heading
“Risk Factors” in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission, including current
reports on Form 8-K, quarterly reports on Form 10-Q, annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by the Company
and the Schedule TO and related tender offer documents to be filed by Alfasigma and Interstellar Acquisition Inc., a wholly owned subsidiary
of Alfasigma. You should not place undue reliance on these statements. All forward-looking statements are based on information currently
available to the Company and Alfasigma, and the Company and Alfasigma disclaim any obligation to update the information contained in this
Schedule 14D-9 as new information becomes available.
Exhibit 99.1
Message from David Ford About Benefits
Dear All,
We’ve received a number of questions in the last 48 hours regarding
the impact of the acquisition of Intercept by Alfasigma on employee benefits, particularly health benefits for 2024.
We will be continuing to provide employee health benefits for 2024
and do not plan any changes to our health benefit plan designs and vendors for next year. Consistent with standard practice in past years,
we will be moving forward with our plans for open enrollment for 2024, as normal in the first half of November.
You will see more detailed communications on this in the coming weeks,
but we wanted to be clear on the direction we are taking with benefits now, due to the importance of this for our people and their families.
If you have any questions on benefits, please reach out to a member
of the HR team.
David Ford
Chief Human Resources Officer
Additional Information and Where to Find it
The tender offer described in this communication has not yet commenced.
This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares
of Intercept Pharmaceuticals, Inc. (the “Company”), nor is it a substitute for any tender offer materials that the Company
or Alfasigma S.p.A. (together with its subsidiaries, “Alfasigma”) will file with the SEC. A solicitation and an offer to
buy shares of the Company will be made only pursuant to an offer to purchase and related materials that Alfasigma intends to file with
the SEC. At the time the tender offer is commenced, Alfasigma will file a Tender Offer Statement on Schedule TO with the SEC, and the
Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S
STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter
of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders
of the Company at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available
for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by
contacting Alfasigma or the Company. Free copies of these materials and certain other offering documents will be made available by the
Company by mail to Intercept Pharmaceuticals, Inc., 305 Madison Avenue, Morristown, NJ 07960, Attention: Corporate Secretary, by email
at investors@interceptpharma.com, or by directing requests for such materials to the information
agent for the offer, which will be named in the tender offer materials. Copies of the documents filed with the SEC by the Company will
be available free of charge under the “Investors & Media” section of the Company’s internet website at https://ir.interceptpharma.com/investor-relations.
In addition to the Offer to Purchase, the related Letter of Transmittal
and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, the Company files periodic reports and
other information with the SEC. The Company’s filings with the SEC are also available for free to the public from commercial document-retrieval
services and at the website maintained by the SEC at www.sec.gov.
Forward Looking Statements
This communication contains forward-looking statements related to the
Company, Alfasigma and the proposed acquisition of the Company by Alfasigma (the “Transaction”) that involve substantial risks
and uncertainties. Forward-looking statements include any statements containing the words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,”
“predict,” “project,” “seek,” “target,” “potential,” “will,” “would,”
“could,” “should,” “continue” and similar expressions. In this communication, the Company’s
forward-looking statements include statements about the parties’ ability to satisfy the conditions to the consummation of the tender
offer and the other conditions to the consummation of the Transaction; statements about the expected timetable for completing the Transaction;
the Company’s plans, objectives, expectations and intentions; the financial condition, results of operations and business of the
Company and Alfasigma; the ability to successfully commercialize the Company’s product and product candidates and generate future
revenues with respect to the Company’s product candidates; and the anticipated timing of the closing of the Transaction.
Forward-looking statements are subject to certain risks, uncertainties,
or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any
such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ
from expectations contemplated by forward-looking statements include, among other things: uncertainties as to the timing of the tender
offer and merger; uncertainties as to how many of the Company’s stockholders will tender their stock in the offer; the possibility
that competing offers will be made; the possibility that various closing conditions for the Transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transaction; the effects
of the Transaction on relationships with employees, other business partners or governmental entities; the difficulty of predicting the
timing or outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; that Alfasigma may not realize
the potential benefits of the Transaction; other business effects, including the effects of industry, economic or political conditions
outside of the companies’ control; Transaction costs; actual or contingent liabilities; and other risks listed under the heading
“Risk Factors” in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission, including current
reports on Form 8-K, quarterly reports on Form 10-Q, annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by the Company
and the Schedule TO and related tender offer documents to be filed by Alfasigma and Interstellar Acquisition Inc., a wholly owned subsidiary
of Alfasigma. You should not place undue reliance on these statements. All forward-looking statements are based on information currently
available to the Company and Alfasigma, and the Company and Alfasigma disclaim any obligation to update the information contained in this
communication as new information becomes available.
Intercept Pharmaceuticals (NASDAQ:ICPT)
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부터 4월(4) 2024 으로 5월(5) 2024
Intercept Pharmaceuticals (NASDAQ:ICPT)
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부터 5월(5) 2023 으로 5월(5) 2024
