Intra-Cellular Therapies acquired by Johnson & Johnson for $14.6 billion

In a significant move in the pharmaceutical industry, Intra-Cellular Therapies (NASDAQ:ITCI), Inc. has been acquired by healthcare giant Johnson & Johnson. The transaction, which was finalized today, resulted in Intra-Cellular Therapies becoming a wholly owned subsidiary of Johnson & Johnson. The deal, valued at approximately $14.6 billion, was funded by Johnson & Johnson’s cash reserves.

According to the terms of the merger, each share of Intra-Cellular Therapies common stock has been converted into the right to receive $132.00 in cash, excluding any applicable tax withholdings. This arrangement also applies to outstanding compensatory options and restricted stock units (RSUs), with certain adjustments for performance stock units (PSUs) and interim equity awards. The deal price represents a premium to ITCI’s strong financial position, which includes a healthy current ratio of 6.36 and minimal debt levels, as reported by InvestingPro.

As a consequence of the acquisition, Intra-Cellular Therapies notified the Nasdaq Stock Market of its intention to delist its shares from the Nasdaq Global Select Market. Trading of the company’s shares was halted before the market opened today, and steps are being taken to deregister the shares and terminate the company’s reporting obligations under the Securities Exchange Act.

Following the completion of the merger, all directors of Intra-Cellular Therapies have resigned, and the directors from the acquiring subsidiary have taken their place. The company’s certificate of incorporation and bylaws have also been amended to reflect the new ownership structure.

This strategic acquisition is expected to bolster Johnson & Johnson’s portfolio in the pharmaceutical sector, with Intra-Cellular Therapies’ expertise in the field of neuroscience being a key asset. The merger agreement and related documents are on file with the SEC and provide further details about the transaction.

This article is based on a press release statement.

In other recent news, Intra-Cellular Therapies has seen significant developments with its impending merger with Johnson & Johnson. Shareholders have approved the merger, which is expected to close in early April 2025, making Intra-Cellular Therapies a wholly-owned subsidiary of Johnson & Johnson. This follows the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, satisfying one of the necessary conditions for the merger’s completion. The merger process has also involved supplemental disclosures to address lawsuits alleging misrepresentations in the original proxy statement, although Intra-Cellular Therapies maintains that these claims are without merit.

Moreover, analysts have adjusted their ratings on Intra-Cellular Therapies stock in light of the merger news. Mizuho (NYSE:MFG) Securities downgraded the stock from Outperform to Neutral, citing the acquisition terms and potential regulatory issues, while Canaccord Genuity downgraded it from Buy to Hold, aligning the price target with the acquisition price of $132 per share. These changes reflect the anticipated completion of the acquisition and its implications for the company’s valuation. The merger is expected to bolster Johnson & Johnson’s portfolio, particularly in the neuropsychiatry space, with Intra-Cellular Therapies’ products and expertise providing valuable assets.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.