Texas Roadhouse earnings missed by $0.05, revenue topped estimates
Intra-Cellular Therapies, Inc. (NASDAQ:ITCI), a pharmaceutical company specializing in the development of treatments for neuropsychiatric and neurologic disorders, has submitted additional information to supplement its proxy statement, according to a recent Form 8-K filed with the Securities and Exchange Commission. The company, which has demonstrated remarkable growth with a 101% return over the past year and currently trades near its 52-week high of $131.48, maintains strong financial health with a current ratio of 6.36, according to InvestingPro data. The supplemental disclosures are in response to lawsuits alleging that the previous proxy statement issued on February 18, 2025, for the upcoming special meeting of stockholders, contained material misrepresentations and omissions.
The special meeting, scheduled for March 27, 2025, will address the proposed merger with Johnson & Johnson (NYSE:JNJ) and its subsidiary, Fleming Merger Sub, Inc. If approved, Intra-Cellular Therapies will become a wholly-owned subsidiary of Johnson & Johnson.
The lawsuits, filed by purported stockholders, claim that the original proxy statement lacked crucial information, thus violating New York law. These claims have been deemed without merit by Intra-Cellular Therapies, but the company has chosen to provide additional disclosures to nullify these allegations and avoid the expenses and uncertainties of litigation.
The new information includes revised financial advisor opinions from Centerview Partners LLC and Jefferies LLC, detailing updated enterprise value/revenue multiples for selected companies and transactions, as well as adjusted discounted cash flow analyses. The supplemental data also includes revised stock price targets for Intra-Cellular Therapies shares and a more detailed analysis of premiums paid in recent biotechnology acquisitions.
Despite the additional disclosures, Intra-Cellular Therapies maintains that the previous proxy statement was comprehensive and denies any legal or material necessity to update the information. The company believes that the merger consideration of $132.00 per share is fair and in the best interest of its stockholders. Based on InvestingPro analysis, the stock’s current trading price appears to be aligned with its Fair Value, while operating with a moderate level of debt and maintaining strong liquidity positions. InvestingPro subscribers have access to 15 additional proprietary insights about ITCI’s valuation and financial health metrics.
Stockholders of record as of February 13, 2025, are eligible to vote at the special meeting, and the company encourages them to review the supplemental disclosures along with the original proxy statement. The SEC’s website provides access to these documents, and no further action is required by stockholders in connection with the filing of the supplemental information.
This news is based on a press release statement and all information regarding the legal proceedings and additional disclosures can be verified through independent sources.
In other recent news, Intra-Cellular Therapies is progressing in its merger with Johnson & Johnson, having cleared a significant regulatory hurdle with the expiration of the Hart-Scott-Rodino waiting period. This step satisfies one of the necessary conditions for the merger’s completion, with a special stockholder meeting scheduled to vote on the merger agreement. In light of these developments, several analysts have adjusted their ratings for Intra-Cellular Therapies. Mizuho (NYSE:MFG) Securities downgraded the stock from Outperform to Neutral, while Canaccord Genuity and RBC Capital Markets also downgraded their ratings, aligning their price targets with the acquisition price of $132 per share.
The acquisition, valued at approximately $14.6 billion, is expected to close early in the second quarter of 2025, pending regulatory approval. Analysts from Canaccord noted the strategic fit of the acquisition within Johnson & Johnson’s neuro franchise. Meanwhile, RBC Capital highlighted the strong commercial performance of Intra-Cellular’s lead drug, Caplyta, which treats schizophrenia and bipolar depression. Johnson & Johnson’s acquisition strategy has led S&P Global Ratings to place the company’s ’AAA’ credit rating on CreditWatch Negative, considering potential leverage increases.
Despite this, S&P projects that Johnson & Johnson will lower its leverage by the end of 2026. The acquisition aligns with Johnson & Johnson’s strategy to bolster its neuroscience portfolio, enhancing its competitive position. Investors are closely watching these developments, as they could significantly impact the companies involved.
This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.