Alfasigma S.p.A. SC TO-T Third party tender offer statement

 Exhibit (a)(1)(iii)​

NOTICE OF GUARANTEED DELIVERY
to Tender Shares of Common Stock of
INTERCEPT PHARMACEUTICALS, INC.
Pursuant to the Offer to Purchase
dated October 11, 2023
by
INTERSTELLAR ACQUISITION INC.
a wholly owned subsidiary of
ALFASIGMA S.P.A.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON NOVEMBER 7, 2023, UNLESS THE OFFER
IS EXTENDED OR TERMINATED.

This Notice of Guaranteed Delivery must be used to accept the Offer (as defined below) if the certificates evidencing shares of common stock, par value $0.001 per share, of Intercept Pharmaceuticals, Inc. or any other documents required by the Letter of Transmittal (as defined below) cannot be delivered to Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary & Paying Agent”), or if you cannot comply with the procedures for book-entry transfer, prior to the Expiration Date (as defined in the Offer to Purchase (as defined below)). This Notice of Guaranteed Delivery, properly completed and duly executed, must be delivered to the Depositary & Paying Agent by email transmission or mail prior to the Expiration Date. See Section 3 of the Offer to Purchase.

The Depositary & Paying Agent for the Offer is:

Computershare Trust Company, N.A.

By First Class, Registered or Certified Mail:	By Express or Overnight Delivery:
Computershare Trust Company, N.A., Depositary c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	Computershare Trust Company, N.A., Depositary c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021

By Email Delivery (for eligible institutions only):

CANOTICEOFGUARANTEE@computershare.com

FOR THIS NOTICE TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE DEPOSITARY & PAYING AGENT AT THE ADDRESS LISTED ABOVE PRIOR TO THE EXPIRATION DATE. DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO INTERSTELLAR ACQUISITION INC., ALFASIGMA S.P.A. OR GEORGESON LLC (THE “INFORMATION AGENT”) WILL NOT BE FORWARDED TO THE DEPOSITARY & PAYING AGENT AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY & PAYING AGENT.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined below) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Do not send certificates evidencing Shares (as defined below) with this notice. Certificates evidencing Shares should be sent with your Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Interstellar Acquisition Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Alfasigma S.p.A. (“Alfasigma”), an Italian società per azioni (joint stock company), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 11, 2023 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and together with the Offer to Purchase and related materials, as each may be amended and supplemented from time to time, the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.001 per share (individually, a “Share” and, collectively, the “Shares”), of Intercept Pharmaceuticals, Inc, a Delaware corporation, indicated below, pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

Number of Shares tendered:

Name of record holder (please print):

Signature:

Address:

Zip code:

Telephone number: (   )

Certificate numbers, if available:

If delivery will be by book-entry transfer, check this box: ☐

Name of tendering institution:

Account number:

2

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP), and the NASDAQ Medallion Stamp Program (MSP) or any other “eligible guarantor institution” ​(as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (each, an “Eligible Institution”), guarantees (i) that the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act (“Rule 14e-4”), (ii) that such tender of Shares complies with Rule 14e-4 and (iii) to deliver to the Depositary & Paying Agent the certificates evidencing the Shares to be tendered hereby (or a confirmation of a book-entry transfer of such Shares into the Depositary & Paying Agent’s account at The Depository Trust Company in the case of a book-entry delivery), together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), any required signature guarantees (or an Agent’s Message, as defined in the Offer to Purchase, in the case of a book-entry delivery) and any other required documents, all within two Nasdaq Stock Market trading days of the date hereof.

(Name of Firm)

(Address)

(Zip Code)

(Authorized Signature)

(Name and Title)

(Area Code and Telephone Number)

Dated:           , 2023

DO NOT SEND CERTIFICATES EVIDENCING SHARES WITH THIS NOTICE.
CERTIFICATES EVIDENCING SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3