so that a transaction would close as promptly as practicable. Under separate cover, Celgene delivered to Receptos a revised draft of the Merger Agreement that Receptos had originally delivered to Celgene on February 25, 2015. The closing price of the Shares on June 25, 2015, the day before the proposal was received, was $183.54 per Share.
On June 28, 2015, Mr. Hasnain spoke to a representative of Celgene and informed him that Celgene would need to increase its proposed price per Share.
On June 30, 2015, following additional discussions between representatives of Receptos and Celgene, Celgene orally increased its offer to acquire Receptos to $232.00 per Share.
On July 2, 2015, Latham & Watkins LLP, outside counsel to Receptos (“Latham & Watkins”) sent a revised draft of the Merger Agreement to Proskauer Rose LLP, outside counsel to Celgene (“Proskauer”).
During the week of July 5, 2015, Celgene and its advisors, which included J.P. Morgan Securities LLC (“J.P. Morgan”) and Citigroup Global Markets Inc., each of which had been engaged by Celgene in connection with its consideration of a transaction with Receptos, continued its due diligence review of Receptos. This included face-to-face due diligence sessions between representatives of Celgene and Receptos on July 9 and 10.
Also during the week of July 5, 2015, at the direction of Receptos and Celgene, respectively, representatives of Latham & Watkins and Proskauer negotiated various provisions of the draft Merger Agreement, including the covenant relating to the parties’ respective obligations to consummate the transaction, the proposed Company Termination Fee (as defined below) and a termination fee payable by Celgene in the event the Merger Agreement were to be terminated for failure to obtain regulatory approvals.
On the evening of July 10, 2015, Latham & Watkins sent a revised draft of the Merger Agreement to Proskauer.
Between July 12 and July 14, 2015, representatives of Proskauer and Latham & Watkins negotiated satisfactory resolution of all of the open issues in the Merger Agreement.
On July 13, 2015, the Celgene Board held a special meeting, with members of management and representatives of J.P. Morgan and Proskauer present, to consider approval of the proposed Merger Agreement with Receptos. Following discussions and deliberations, the Celgene Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger.
On the afternoon of July 14, 2015, Celgene, Purchaser and Receptos executed and delivered the Merger Agreement. Following the close of U.S. stock markets on July 14, 2015, Receptos and Celgene issued a joint press release announcing the execution of the Merger Agreement.
On July 28, 2015, Purchaser commenced the Offer.
11.
Purpose of the Offer and Plans for Receptos; Merger Agreement and Other Agreements
Purpose of the Offer and Plans for Receptos. The purpose of the Offer and the Merger is for Celgene, through Purchaser, to acquire control of, and the entire equity interest in, Receptos. The Offer, as a first step in the acquisition of Receptos, is intended to facilitate the acquisition of all the Shares. Pursuant to the Merger under Section 251(h) of the DGCL, we will acquire all of the capital stock of Receptos not purchased pursuant to the Offer. Stockholders of Receptos who sell their Shares in the Offer will cease to have any equity interest in Receptos or any right to participate in its earnings and future growth. If the Merger is consummated, non-tendering stockholders also will no longer have an equity interest in Receptos. On the other hand, after selling their Shares in the Offer or the subsequent Merger, stockholders of Receptos will not bear the risk of any decrease in the value of Receptos.
In accordance with the Merger Agreement, if we accept for payment and pay for at least a majority of the issued and outstanding Shares in the Offer, we will acquire the remaining Shares pursuant to the Merger.
Celgene is conducting a detailed review of Receptos and its assets, corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel and will consider what, if any, changes would be desirable in light of the circumstances which exist upon completion of the Offer. We will