On February 18, 2025, Intra-Cellular Therapies, Inc., a Delaware corporation (the "Company"), filed its definitive proxy statement on Schedule 14A (as such may be supplemented from time to time, the "Proxy Statement") with the Securities and Exchange Commission (the "SEC") with respect to the special meeting of the Company’s stockholders (the "Special Meeting") to be held in connection with transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 10, 2025, by and among the Company, Johnson & Johnson, a New Jersey corporation ("Johnson & Johnson"), and Fleming Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Johnson & Johnson ("Merger Sub"), pursuant to which, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Johnson & Johnson (Filing, 8-K, Intra-Cellular Therapies, MAR 18, 2025, View Source [SID1234651221]).
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The Special Meeting is scheduled for March 27, 2025, beginning at 9:00 a.m. Eastern Time. The Company’s stockholders of record as of the close of business on February 13, 2025 will be eligible to vote at the Special Meeting. The information contained in this Current Report on Form 8-K (this "Form 8-K") should be read in conjunction with the Proxy Statement, which should be read in its entirety.
Litigation Relating to the Merger
On February 26, 2025 a purported stockholder of the Company filed a lawsuit in the New York State Supreme Court against the Company and its Board of Directors, captioned Morgan v. Intra-Cellular Therapies, Inc., et al., Index No. 651153/2025 (the "Morgan Complaint"). On February 27, 2025, a purported stockholder of the Company filed a lawsuit in the New York State Supreme Court against the Company and its Board of Directors, captioned O’Neill v. Intra-Cellular Therapies, Inc., et al., Index No. 651115/2025 (the "O’Neill Complaint"). The Morgan Complaint and the O’Neill Complaint generally allege, among other things, that the Proxy Statement negligently misrepresents and/or fails to disclose material information in violation New York law. The Morgan Complaint and the O’Neill Complaint each seek, among other things, injunctive relief, rescissory or other unspecified monetary damages, and an award of attorneys’ fees and expenses.
On March 3, 2025, a purported stockholder of the Company filed a lawsuit in the Superior Court of New Jersey, Somerset County, against the Company, its Board of Directors and Johnson & Johnson, captioned Drulias v. Mates, et al., Case No. SOM C-012016-25 (the "Drulias Complaint" and together with the Morgan Complaint and the O’Neill Complaint, the "Complaints"). The Drulias Complaint generally alleges, among other things, that the Company’s Board of Directors breached its fiduciary duties under Delaware law in entering into the Merger, that the Company and its Board of Directors failed to disclose material information in the Proxy Statement, and that Johnson & Johnson aided and abetted those breaches. The Drulias Complaint seeks, among other things, a declaration that the defendants have breached their fiduciary duties and/or aided and abetted such breaches, an order requiring corrective disclosures, injunctive relief, unspecified compensatory and/or rescissory damages, and an award of attorneys’ fees and expenses.
As of the date of this Form 8-K, attorneys representing multiple purported stockholders of the Company have also delivered demand letters to the Company (collectively, the "Demand Letters") alleging that the disclosures contained in the Proxy Statement are deficient and requesting that the Company supplement such disclosures prior to the Special Meeting. The Demand Letters threaten the Company with lawsuits in the event that the purported deficiencies in the Proxy Statement are not addressed.
It is possible that additional, similar complaints may be filed, that the Complaints described above may be amended, or that additional demand letters will be received by the Company. If this occurs, the Company does not intend to announce the filing or receipt of each additional, similar complaint or demand letter or any amended complaint unless required by law.
The Company believes that the claims asserted in the Complaints and the Demand Letters are without merit. However, in order to moot the unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in potential litigation and provide additional information to its stockholders, the Company has determined to voluntarily supplement the Proxy Statement as described in this Form 8-K. Nothing in this Form 8-K shall be deemed an
admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations set forth in the Complaints and the Demand Letters that any additional disclosure in the Proxy Statement was or is required.
Supplemental Disclosures
The following disclosures supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement.
(a)
The disclosure under the section entitled " — Opinions of ITI’s Financial Advisors – Opinion of Centerview Partners LLC" is hereby amended and supplemented by deleting the bulleted list of selected companies beginning on page 49 of the Proxy Statement, and replacing it with the following chart:
Company
EV / 2027 Revenue Multiple
Acadia Pharmaceuticals Inc.
1.8x
Alkermes plc.
2.9x
Amicus Therapeutics, Inc.
3.1x
Apellis Pharmaceuticals, Inc.
3.6x
Axsome Therapeutics, Inc.
3.0x
Neurocrine Biosciences, Inc.
3.6x
Sarepta Therapeutics, Inc.
3.1x
TG Therapeutics, Inc.
4.7x
(b)
The disclosure under the section entitled " — Opinions of ITI’s Financial Advisors – Opinion of Centerview Partners LLC" is hereby amended and supplemented by adding the following double underlined language to a new rightmost column of the table set forth on page 51 of the Proxy Statement:
Date Announced
Target
Acquiror TV / Three-Year
Forward Revenue
Multiple
December 2022 Horizon Therapeutics Public Limited Company Amgen Inc. 5.4x
August 2022 Global Blood Therapeutics, Inc. Pfizer Inc. 7.3x
May 2022 Biohaven Pharmaceutical Holding Company Ltd. Pfizer Inc. 6.0x
February 2021 GW Pharmaceuticals plc Jazz Pharmaceuticals Public
Limited Company 6.0x
December 2020 Alexion Pharmaceuticals, Inc. AstraZeneca PLC 5.2x
January 2018 Bioverativ Inc. Sanofi SA 7.0x
January 2017 Actelion Ltd. Johnson & Johnson 9.9x
January 2016 Baxalta Incorporated Shire plc 4.6x
January 2015 NPS Pharmaceuticals, Inc. Shire plc 6.9x
(c)
The disclosure under the section entitled " — Opinions of ITI’s Financial Advisors – Opinion of Centerview Partners LLC" is hereby amended and supplemented by adding the following double underlined language to the last paragraph beginning on page 51 of the Proxy Statement:
In performing this analysis, Centerview calculated a range of equity values for shares of our common stock by (a) discounting to present value as of December 31, 2024 using discount rates ranging from 10.25% to 12.25% (reflecting
Centerview’s analysis of ITI’s weighted average cost of capital) and using a mid-year convention: (i) the forecasted risk-adjusted, after-tax unlevered free cash flows of ITI over the period beginning on January 1, 2025 and ending on December 31, 2047, utilized by Centerview based on the Projections, (ii) a range of implied terminal values of ITI, calculated by Centerview by adjusting ITI’s fiscal year 2047 risk-adjusted, after-tax unlevered free cash flow based on the Projections to account for normalized levels of working capital and research and development expenses, and applying a selected range of perpetuity growth rates of 0.0% to 3.0% (which range Centerview was instructed to use by ITI’s management), based on information provided by ITI management as of January 9, 2025 and set forth in the internal data and (iii) tax savings from usage of ITI’s estimated federal net operating losses as of December 31, 2024 of $468 million and research and development tax credits as of December 31, 2024 of $51 million and ITI’s future losses, in each case which amount was provided by ITI management as set forth in the internal data and (b) adding to the foregoing results ITI’s estimated net cash as of December 31, 2024 of approximately $1 billion, which amount was provided by ITI management as set forth in the internal data. Centerview divided the result of the foregoing calculations by the number of fully diluted outstanding shares of ITI’s common stock (determined using the treasury stock method and taking into account approximately 106.2 million shares of ITI’s common stock, approximately 3.1 million outstanding in-the-money options with a weighted average exercise price of $31.23, approximately 2.0 million restricted stock units, and approximately 0.2 million performance stock units (including assumptions regarding the vesting of such performance stock units)), based on information provided by ITI management as set forth in the internal data. This analysis resulted in a range of implied equity values per share of our common stock of $102.90 to $127.70, rounded to the nearest $0.05. Centerview then compared this range to the Merger Consideration of $132.00 per share to be paid to the holders of our common stock (other than Excluded Shares) pursuant to the Merger Agreement.
(d)
The disclosure under the section entitled " — Opinions of ITI’s Financial Advisors – Opinion of Centerview Partners LLC" is hereby amended and supplemented by adding the following double underlined language to the second and third bullets under the first full paragraph beginning on page 52 of the Proxy Statement:
•
Analyst Price Targets Analysis. Centerview reviewed stock price targets for shares of ITI’s common stock in 14 publicly available Wall Street research analyst reports as of January 8, 2025 which indicated low and high stock price targets for ITI ranging from $87.00 to $135.00 per share (with a median price target of $101.00 per share).
•
Precedent Premiums Paid Analysis. Centerview performed an analysis of premiums paid in the selected transactions involving publicly traded scaled commercial stage biotechnology companies, as set forth above in "Selected Precedent Transaction Analysis". The premiums in this analysis were calculated by comparing the per share acquisition price in each transaction to the closing price of the target company’s common stock for the date one day prior to the date on which the trading price of the target company’s common stock was perceived by Centerview to be affected by a potential transaction, which indicated low and high premiums of 37% and 102% (with a median of 51%). Based on the analysis above and other considerations that Centerview deemed relevant in its professional judgment, Centerview applied a premium range of 35% to 85% to ITI’s closing stock price on January 8, 2025 (the last full trading day prior to the date on which the Board of Directors met to approve the Merger) of $82.56, which resulted in an implied price range of approximately $111.45 to $152.75 per share, rounded to the nearest $0.05.
(e)
The disclosure under the section entitled " —Opinions of ITI’s Financial Advisors – Opinion of Jefferies LLC" is hereby amended and supplemented by adding the following double underlined language to a new rightmost column of the table beginning on page 56 of the Proxy Statement:
Date Announced
Target
Acquiror Enterprise Value /
Peak Sales Multiples
December 2023 Karuna Therapeutics, Inc. Bristol-Myers Squibb Company 1.6x
July 2023 Reata Pharmaceuticals, Inc. Biogen Inc. 2.4x
April 2023 IVERIC bio, Inc. Astellas Pharma Inc. 1.4x
August 2022 Global Blood Therapeutics, Inc. Pfizer Inc. 1.8x
May 2022 Biohaven Pharmaceutical Holding Company Ltd. Pfizer Inc. 1.8x
February 2021 GW Pharmaceuticals plc Jazz Pharmaceuticals Public
Limited Company 2.4x
October 2020 MyoKardia, Inc. Bristol-Myers Squibb Company 1.7x
November 2019 The Medicines Company Novartis AG 1.5x
(f)
The disclosure under the section entitled " —Opinions of ITI’s Financial Advisors – Opinion of Jefferies LLC" is hereby amended and supplemented by deleting the bulleted list of selected companies below the third paragraph on page 57 of the Proxy Statement, and replacing it with the following chart:
Company Enterprise Value / 2027 Revenue Multiples
Acadia Pharmaceuticals Inc. 1.8x
Alkermes plc. 2.9x
Amicus Therapeutics, Inc. 3.1x
Apellis Pharmaceuticals, Inc. 3.6x
Axsome Therapeutics, Inc. 3.0x
Neurocrine Biosciences, Inc. 3.6x
Sarepta Therapeutics, Inc. 3.1x
TG Therapeutics, Inc. 4.7x
(g)
The disclosure under the section entitled " —Opinions of ITI’s Financial Advisors – Opinion of Jefferies LLC" is hereby amended and supplemented by adding the following double underlined language to the second paragraph on page 58 of the Proxy Statement:
Jefferies performed a discounted cash flow analysis of ITI by calculating the estimated present value of the stand-alone risk-adjusted unlevered free cash flows, as described further in the section of this proxy statement captioned " —Certain Financial Projections", that ITI was forecasted to generate during the fiscal years ending December 31, 2025 through December 31, 2047 based on the Projections. Jefferies also calculated a range of terminal values for ITI by adjusting ITI’s fiscal year 2047 risk-adjusted unlevered free cash flow based on the Projections to account for normalized levels of working capital and research and development expenses, and applying a selected range of perpetuity growth rates of 0.0% to 3.0% (which range Jefferies was instructed to use by ITI’s management). The net present value as of December 31, 2024 of the risk-adjusted unlevered free cash flows and terminal value of ITI described in the preceding sentences were then calculated using the mid-year convention and a selected discount rate range of 10.25% to 12.25%, based on Jefferies’ estimate of ITI’s weighted average cost of capital. This resulted in a range of implied enterprise values for ITI. Jefferies then added ITI’s estimated net cash as of December 31, 2024 of approximately $1 billion, and the present value of ITI’s estimated federal net operating loss carryforwards of $468 million and research and development credits of $51 million, each as of December 31, 2024, and future losses (in each case as provided by ITI’s management), to calculate a range of implied equity values. Jefferies divided the result by the number of fully diluted outstanding shares of our common stock as of January 9, 2025 (determined using the treasury stock method and taking into account approximately 106.2 million shares of ITI’s common stock, approximately 3.1 million outstanding in-the-money options with a weighted average exercise price of $31.23, approximately 2.0 million restricted stock units, and approximately 0.2 million performance stock units (including assumptions regarding the vesting of such performance stock units)), as provided by ITI’s management, to calculate a range of implied per share equity values for ITI. This analysis indicated a reference range of implied per share equity values of $102.90 to $127.70 per share, as compared to the Merger Consideration of $132.00 per share.
(h)
The disclosure under the section entitled " —Opinions of ITI’s Financial Advisors – Opinion of Jefferies LLC" is hereby amended and supplemented by adding the following double underlined language to the second bullet under the third full paragraph on page 58 of the Proxy Statement:
•
the publicly available stock price targets for our shares of common stock by 14 research analysts, which indicated low and high stock price targets ranging from $87.00 per share to $135.00 per share (with a median price target of $101.00 per share), as compared to the Merger Consideration of $132.00 per share.
Additional Information and Where to Find It
On February 18, 2025, the Company filed the Proxy Statement with the SEC in connection with the proposed acquisition of the Company by Parent. Beginning on February 18, 2025, the Proxy Statement and proxy card were mailed to the Company’s stockholders of record as of February 13, 2025. Other documents regarding the transaction may be filed with the SEC. This Current Report on Form 8-K is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC and send to its stockholders in connection with the transaction. Before making any voting decision, the Company’s stockholders are urged to read all relevant documents filed or to be filed with the SEC, including the Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they contain or will contain important information about the Company and the proposed acquisition.
The Company’s stockholders are or will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information about Parent and the Company, free of charge, at the SEC’s website (www.sec.gov). Copies of the Proxy Statement and other documents filed by the Company with the SEC may be obtained from the Company, free of charge, by contacting the Company through its website at View Source
Participants in the Solicitation
Parent and the Company and certain of their respective directors and executive officers, under SEC rules, may be deemed to be "participants" in the solicitation of proxies from stockholders of the Company in connection with the proposed transaction. Information about Parent’s directors and executive officers is available in Parent’s Annual Report on Form 10-K for the year ended December 29, 2024, which was filed with the SEC on February 13, 2025, and Parent’s definitive proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on March 13, 2024. Information about the Company’s directors and executive officers is available in the Proxy Statement, which was filed with the SEC on February 18, 2025. To the extent holdings of Parent’s or the Company’s securities by their respective directors or executive officers have changed since the amounts set forth in such proxy statements, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Investors and stockholders of the Company are or will be able to obtain these documents free of charge from the SEC’s website at www.sec.gov, from Parent on Parent’s website at www.jnj.com, from the Company on the Company’s website at www.intracellulartherapies.com or on request from Parent or the Company.