UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Rule 14d-101
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
Icagen, Inc.
(Name of Subject Company)
Icagen, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
45104P500
(CUSIP Number of Class of Securities)
P. Kay Wagoner, Ph.D.
Chief Executive Officer and President
Icagen, Inc.
4222 Emperor Boulevard, Suite 350
Durham, North Carolina 27703
(919) 941-5206
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf
of the Person(s) Filing Statement)
Copies to:
David E. Redlick, Esq.
Hal J. Leibowitz, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 9 amends and supplements Items 6, 8 and 9 in the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the U.S. Securities and Exchange Commission (the SEC) on August 4, 2011, as amended by Amendment No. 1 filed with the SEC on August 16, 2011,
Amendment No. 2 filed with the SEC on August 18, 2011, Amendment No. 3 filed with the SEC on August 19, 2011, Amendment No. 4 filed with the SEC on August 24, 2011, Amendment No. 5 filed with the SEC on
August 26, 2011, Amendment No. 6 filed with the SEC on August 29, Amendment No. 7 filed with the SEC on September 1, 2011 and Amendment No. 8 filed with the SEC on September 2, 2011 (as the same may be further
amended or supplemented from time to time, the Schedule 14D-9) by Icagen, Inc., a Delaware corporation (Icagen). The Schedule 14D-9 relates to the cash tender offer by Eclipse Acquisition Corp., a Delaware corporation
(Purchaser) and a wholly-owned subsidiary of Pfizer Inc., a Delaware corporation (Pfizer), to purchase all of the issued and outstanding shares of Icagen common stock at a price per share of $6.00, net to the holder thereof
in cash, without interest thereon, subject to any applicable withholding and transfer taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash, dated August 3, 2011, and the related Letter of Transmittal,
as each may be amended or supplemented from time to time.
Except as otherwise set forth below, the information set forth in
the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 9. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
Item 6. Interest in Securities of the Subject Company.
Item 6 of the Schedule 14D-9 is hereby amended to add the transactions below to the table therein:
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Identity of Person
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Date of
Transaction
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Number
of Shares
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Price Per
Share ($)
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Nature of Transaction
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André Lamotte
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9/1/2011
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1,250
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3.36
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Exercise of option to acquire common stock
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André Lamotte
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9/1/2011
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1,250
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4.08
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Exercise of option to acquire common stock
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André Lamotte
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9/1/2011
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2,000
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2.56
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Exercise of option to acquire common stock
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Adeoye Y. Olukotun
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9/2/2011
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1,250
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3.36
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Exercise of option to acquire common stock
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Adeoye Y. Olukotun
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9/2/2011
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1,250
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4.08
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Exercise of option to acquire common stock
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Adeoye Y. Olukotun
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9/2/2011
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2,000
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2.56
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Exercise of option to acquire common stock
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Martin A. Simonetti
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9/2/2011
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1,250
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3.36
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Exercise of option to acquire common stock
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Martin A. Simonetti
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9/2/2011
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1,250
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4.08
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Exercise of option to acquire common stock
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Martin A. Simonetti
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9/2/2011
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2,000
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2.56
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Exercise of option to acquire common stock
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Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following new paragraphs at the end of Item 8:
(l) Expiration and Subsequent Offering Period
Purchaser and Pfizer announced on September 6, 2011 that the initial offering period, as extended, expired at 6:00 p.m., New York
City time, on Friday, September 2, 2011 and that Purchaser has accepted for purchase all of the shares of Icagen common stock validly tendered and not withdrawn pursuant to the Offer prior to the expiration of the initial offering period.
According to American Stock Transfer & Trust Company LLC, the depositary for the Offer, as of 6:00 p.m., New York City time, on Friday, September 2, 2011, a total of 4,617,045 shares of Icagen common stock (including approximately
688,100 shares subject to guarantees of delivery) were tendered and not withdrawn pursuant to the Offer. In addition, Pfizer already owns 1,067,015 shares of Icagens common stock, which when added to the number of shares that have been validly
tendered and not withdrawn pursuant to the Offer represents approximately 64% of all outstanding shares of Icagen common stock.
Pfizer also announced that Purchaser has commenced a subsequent offering period for all of the remaining untendered shares of Icagen
common stock that will expire at 6:00 p.m., New York City time, on Monday, September 12, 2011, unless extended.
A copy of the joint press release issued on September 6, 2011 by Pfizer and Icagen
announcing the commencement of a subsequent offering period is filed as Exhibit (a)(19) hereto.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented as follows:
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Exhibit
No.
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Description
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(a)(19)
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Joint Press Release issued by Pfizer and Icagen, dated September 6, 2011, announcing the commencement of a subsequent offering period (incorporated by reference to Exhibit (a)(5)(F)
of the Schedule TO).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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By:
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/s/ P. Kay Wagoner, Ph.D.
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Name:
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P. Kay Wagoner, Ph.D.
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Title:
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Chief Executive Officer and President
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Date: September 6, 2011
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