8-K
filed April 2, 2025, 7:59 PM ET
CIK 0001567514
M&A
confidence high
sentiment neutral
materiality 1.00
Intra-Cellular Therapies, Inc.: M&A transaction — J&J completes $14.6B acquisition of Intra-Cellular Therapies at $132/share
Intra-Cellular Therapies, Inc.
- Each ITCI share converted into right to receive $132.00 in cash, no interest.
- Total consideration ~$14.6 billion, funded by Johnson & Johnson cash-on-hand.
- ITCI common stock to be delisted from Nasdaq; Form 25 filed, Form 15 to follow.
- All pre-Merger directors resigned; J&J-appointed directors now govern the Company.
- Certificate of incorporation and bylaws amended and restated at Effective Time.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Intra-Cellular Therapies, Inc.: Certificate of incorporation amended and restated in connection with merger effective time.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, the Restated Certificate of Incorporation of the Company was amended and restated and, as so amended and restated, shall be the certificate of incorporation of the Company until further amended.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Intra-Cellular Therapies, Inc.: Bylaws amended and restated in their entirety to mirror Merger Sub's bylaws, with conformed indemnification provisions.
- Change
- bylaw amendment
Exact text from the filing
In addition, pursuant to the Merger Agreement at the Effective Time, the bylaws of the Company were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect at the Effective Time (except that references to the name of Merger Sub were replaced by reference to the name of the Company and the indemnification provisions were conformed to the indemnification provisions of the Restated Bylaws of the Company as in effect immediately prior to the Effective Time).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.98
Intra-Cellular Therapies, Inc. underwent a change of control involving Johnson & Johnson for approximately $14.6 billion (closed 2025-04-02).
- Action
- change of control
- Counterparty
- Johnson & Johnson
- Consideration
- approximately $14.6 billion
- Closing
- 2025-04-02
Exact text from the filing
subsidiary of Johnson & Johnson. The total amount of consideration paid to the Company’s stockholders by Johnson & Johnson in connection with the Merger was approximately $14.6 billion and was funded by Johnson & Johnson through cash-on-hand.
View on SEC.gov
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