Receptos and Receptos will be the surviving corporation and a wholly-owned subsidiary of Celgene (the “Merger”). At the effective time of the Merger (the “Effective Time”), each issued and outstanding Share (other than any Shares that are owned immediately prior to the commencement of the Offer by Celgene, Purchaser or Receptos or any of their wholly-owned Subsidiaries (“Cancelled Company Shares”) and any Shares as to which the holder thereof has properly exercised appraisal rights under Delaware law) will, by virtue of the Merger and without any action by the holder thereof, be converted automatically into the right to receive from Purchaser an amount in cash, without interest and subject to applicable withholding taxes, equal to the Offer Price, payable to the holder thereof upon surrender of the certificate formerly representing, or book-entry transfer of, such Share. As a result of the Merger, Receptos will cease to be a publicly traded company and will become wholly-owned by Celgene. The Merger Agreement is more fully described in the Offer to Purchase.
The Offer is conditioned upon (i) the satisfaction of the Minimum Condition (as described below), (ii) the expiration or termination of the waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any law or order, judgment, conciliation agreement, award, decision, decree, injunction, ruling, writ or assessment of any governmental authority that has the effect of making illegal or restricting, prohibiting or otherwise preventing the consummation of the Offer, the acquisition of Shares by Celgene or Purchaser or the Merger and (iv) other customary conditions as described in Section 13 — “Conditions of the Offer” of the Offer to Purchase. There is no financing condition to the Offer.
The Minimum Condition requires that, prior to the expiration of the Offer, there be validly tendered in the Offer and not properly withdrawn that number of Shares which, together with any Shares then owned by Purchaser (if any), would represent at least a majority of the issued and outstanding Shares (not including any Shares tendered pursuant to guaranteed delivery procedures unless and until such shares are actually received in accordance with the terms of the Offer), as more fully described in the Offer to Purchase.
The Receptos board of directors has unanimously (i) determined that it is in the best interests of Receptos and its stockholders to enter into, and approved and declared advisable the Merger Agreement, (ii) approved the execution and delivery by Receptos of the Merger Agreement, the performance by Receptos of its covenants and agreements contained in the Merger Agreement and the consummation of the Offer and the Merger upon the terms and subject to the conditions contained in the Merger Agreement, and (iii) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the holders of Shares accept the Offer and tender their Shares to Purchaser pursuant to the Offer.
Subject to the provisions of the Merger Agreement, Purchaser and Celgene expressly reserve the right (but are not obligated), at any time or from time to time, to waive or otherwise modify or amend the terms and conditions of the Offer in any respect. Purchaser and Celgene have agreed in the Merger Agreement that they will not, without the prior written consent of Receptos, waive or modify certain conditions as described in Section 1—“Terms of the Offer” of the Offer to Purchase. Subject to the provisions of the Merger Agreement, Purchaser reserves the right to, and under certain circumstances Receptos may require Purchaser to, extend the Offer, as described in Section 1 — “Terms of the Offer” of the Offer to Purchase.
Any extension or amendment of the Offer, waiver of a condition of the Offer, delay in acceptance for payment or payment, or termination of the Offer will be followed promptly by public announcement thereof, such announcement in the case of an extension to be issued not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with the public announcement requirements of Rules 14d-4(d), 14d-6(c) and l4e-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Purchaser may (but is not required to) provide for a “subsequent offering period” (within the meaning of Rule 14d-11 under the Exchange Act) of not less than three nor more than 20 business days immediately following the expiration of the Offer. Subject to the terms and conditions of the Merger Agreement and the Offer, Purchaser will accept for payment, and pay for, all Shares that are validly tendered during any “subsequent offering period” promptly (within the meaning of Section 14e-1(c) under the Exchange Act) after any such Shares are validly tendered during the “subsequent offering period.” Purchaser does not intend to provide a subsequent offering period for the Offer, although Purchaser reserves the right to do so.
![[MISSING IMAGE: lg_morrow.jpg]](lg_morrow.jpg)
![[MISSING IMAGE: lg_jpmorgan.jpg]](lg_jpmorgan.jpg){kind=small}