Pfizer and Icagen have entered into a definitive merger agreement. Pfizer, which currently owns approximately 11% of Icagen’s fully diluted shares, will acquire the remaining 8.3 million shares at a price of $6 per share. The aggregate transaction value, including the value of the shares currently owned by Pfizer, is approximately $56 million.
In 2007, Pfizer and Icagen entered into a worldwide collaboration for the discovery, development and commercialization of compounds that modify three specific sodium ion channels as new potential treatments for pain and related disorders. These sodium ion channels are important in the generation of electrical signals in nerve fibers that mediate the initiation, transmission and sensation of pain. By selectively targeting these sodium channels, the companies are seeking to develop effective treatments for serious pain disorders with fewer side effects.
Pfizer will promptly commence a tender offer to purchase all of the outstanding shares of Icagen common stock. Completion of the tender offer is conditioned on Pfizer acquiring sufficient shares to own a majority of the shares of Icagen on a fully-diluted basis and other customary conditions.