Intra-Cellular Therapies Shareholders Approve Johnson & Johnson Merger

In a significant development for Intra-Cellular Therapies, Inc. (NASDAQ:ITCI), shareholders have given their approval for a merger with healthcare giant Johnson & Johnson (NYSE:JNJ). The special meeting held on Thursday saw a majority support for the agreement that was initially announced on January 10, 2025.

The merger, which is expected to be finalized around April 2, 2025, will result in Intra-Cellular Therapies becoming a wholly owned subsidiary of Johnson & Johnson. This strategic move comes after a definitive proxy statement was filed with the SEC on February 18, 2025, detailing the transaction.

At the special meeting, approximately 73.31% of Intra-Cellular Therapies’ outstanding shares were represented. Two key proposals were on the ballot: the adoption of the Merger Agreement and an advisory vote on merger-related executive compensation. The former received overwhelming support with 77,685,024 votes for and only 88,362 against, while the latter saw a more divided outcome with 48,312,178 votes for and 29,129,164 against.

The successful vote on the Merger Agreement Proposal satisfied the stockholder vote condition necessary for the consummation of the merger. The approval marks a pivotal step in the transaction process, which is closely watched by the industry and investors alike.

Intra-Cellular Therapies, known for its work in pharmaceutical preparations, has been a key player in the biotechnology sector. The merger with Johnson & Johnson is anticipated to create a combined entity with enhanced capabilities in drug development and commercialization.

The company’s filing also contained forward-looking statements, cautioning that the merger’s anticipated benefits are subject to risks and uncertainties. These include the timing and completion of the transaction, the potential for litigation, and the impact of the merger on the company’s business and operations.

Investors and stakeholders now look forward to the expected closure of the merger in early April, which promises to reshape the landscape of the pharmaceutical industry. The transaction is based on information from a press release statement and regulatory filings, providing a factual basis for the anticipated changes within both companies.

In other recent news, Intra-Cellular Therapies has made significant progress in its proposed merger with Johnson & Johnson. The merger process advanced following the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, fulfilling a key condition for the merger’s completion. The special meeting of stockholders to vote on the merger is scheduled for March 27, 2025. Intra-Cellular Therapies has also issued supplemental disclosures to its proxy statement in response to lawsuits alleging material misrepresentations, although the company maintains that these claims lack merit. Analysts have been actively revising their ratings on Intra-Cellular Therapies’ stock. Mizuho (NYSE:MFG) Securities downgraded the stock from Outperform to Neutral, adjusting the price target to $132, citing the terms of the proposed acquisition. Similarly, Canaccord Genuity and RBC Capital Markets both downgraded the stock while raising their price targets to $132, aligning with the acquisition price. These recent developments reflect the anticipated completion of the merger, which is expected to occur in the first half of 2025.

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