practicable following the time Purchaser accepts for payment Shares validly tendered and not properly withdrawn pursuant to the Offer (the “Offer Acceptance Time”) and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Purchaser will merge with and into Intercept (the “Merger”), with Intercept continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of Alfasigma. At the effective time of the Merger (the “Effective Time”), each Share then outstanding (other than Shares that are held by any stockholders who properly demand appraisal in connection with the Merger as described in the Offer to Purchase) will be converted into the right to receive the Offer Price, without interest, less any applicable withholding of taxes, except for Shares then held by Alfasigma, Purchaser or their wholly owned subsidiaries or by Intercept, which Shares will be canceled and will cease to exist, and no consideration will be delivered in exchange therefor.
4.
After careful consideration, the board of directors of Intercept has, at a duly convened and held meeting: (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are fair to, and in the best interest of, Intercept and its stockholders; (ii) declared it advisable to enter into the Merger Agreement; (iii) approved the execution, delivery and performance by Intercept of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger; (iv) agreed that the Merger shall be effected under Section 251(h) of the Delaware General Corporation Law, as amended (the “DGCL”); and (v) agreed to recommend that the stockholders of Intercept accept the Offer and tender their Shares to Purchaser pursuant to the Offer.
5.
The Offer and withdrawal rights will expire at 12:00 midnight, Eastern Time, on November 8, 2023 (one minute after 11:59 p.m., Eastern Time, on November 7, 2023), unless the Offer is extended.
6.
The Offer is not subject to any financing condition. The Offer is conditioned upon: (i) there shall have been validly tendered (and not validly withdrawn) Shares that, considered together with all other Shares (if any) beneficially owned by Alfasigma and its controlled affiliates, represent one (1) more Share than 50% of the total number of Shares outstanding as of the expiration of the Offer (excluding Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee); (ii) the Merger Agreement shall not have been validly terminated in accordance with its terms; (iii) the expiration or termination of any waiting period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and (iv) those other conditions set forth in the Merger Agreement (collectively, the “Offer Conditions”). After the Offer Acceptance Time and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Alfasigma, Purchaser and Intercept will cause the Merger to become effective without a meeting of the stockholders of Intercept in accordance with Section 251(h) of the DGCL.
If you wish to have us tender any or all of your Shares, then please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, then all such Shares will be tendered unless otherwise specified on the Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the Expiration Date.
The Offer is not being made to (and no tenders will be accepted from or on behalf of) holders of Shares in any state in which the making of the Offer or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such state. However, Purchaser may, in its discretion, take such action as it deems necessary to make the Offer comply with the laws of any such state and extend the Offer to holders of Shares in such state in compliance with applicable laws.
