Intercept Pharmaceuticals Announces Pricing of Public Offering of Common Stock
March 31 2015 - 9:13AM
Intercept Pharmaceuticals, Inc. (Nasdaq:ICPT) (Intercept), a
clinical stage biopharmaceutical company focused on the development
and commercialization of novel therapeutics to treat neglected
chronic liver diseases, today announced the pricing of an
underwritten public offering of 1,200,000 shares of its common
stock. The underwriters intend to offer the shares of common stock
from time to time for sale in one or more transactions on The
Nasdaq Global Select Market, in the over-the-counter market,
through negotiated transactions or otherwise at market prices
prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. Intercept granted the
underwriters 30-day option to purchase up to an additional 180,000
shares of common stock, on the same terms and conditions.
All shares in the offering are being sold by Intercept, with
estimated total gross proceeds to Intercept (before deducting
underwriters' discounts and commissions and estimated offering
expenses) of approximately $338.4 million (or approximately $389.2
million if the underwriters exercise in full their option to
purchase additional shares). The offering is expected to close on
or about April 6, 2015, subject to customary closing
conditions.
UBS Investment Bank and Citigroup are acting as underwriters in
the offering.
The securities described above are being offered by Intercept
pursuant to an automatically effective shelf registration statement
on Form S-3 (including a base prospectus) previously filed with the
Securities and Exchange Commission (the SEC). A preliminary
prospectus supplement relating to the shares of common stock sold
in this offering was filed with the SEC on March 31, 2015. A final
prospectus supplement relating to the offering will be filed with
the SEC. Copies of the final prospectus may be obtained from the
offices of UBS Investment Bank c/o Prospectus Department, 1285
Avenue of the Americas, New York, New York 10019, or by calling
1-888-827-7275; or Citigroup c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, NY 11717, via telephone at
1-800-831-9146 or email at prospectus@citi.com. The final terms of
the offering will be disclosed in a final prospectus supplement to
be filed with the SEC.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Intercept
Intercept is a biopharmaceutical company focused on the
development and commercialization of novel therapeutics to treat
neglected chronic liver diseases. The company's lead product
candidate, obeticholic acid (OCA), is a first-in-class agonist of
the farnesoid X receptor (FXR). OCA is being developed for a
variety of chronic liver diseases, including primary biliary
cirrhosis (PBC), nonalcoholic steatohepatitis (NASH), primary
sclerosing cholangitis (PSC) and biliary atresia. The FDA has
granted OCA breakthrough therapy designation for the treatment of
NASH with fibrosis and granted OCA fast track designation for the
treatment of patients with PBC who have an inadequate response to
or are intolerant of ursodiol. OCA has also received orphan drug
designation in both the United States and Europe for the treatment
of PBC and PSC. Intercept owns worldwide rights to OCA outside of
Japan, China and Korea, where it has out-licensed the product
candidate to Sumitomo Dainippon Pharma. Additional information
about Intercept is available in the company's public filings, which
are available at the SEC's EDGAR database available online at
www.sec.gov.
Forward Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, including, but not limited to, statements regarding the
anticipated final terms, timing and completion of the offering; the
use of proceeds of the offering; clinical and regulatory
developments for OCA, the anticipated timeframe for the
commencement, completion and receipt of results from the clinical
trials in OCA and for the making of regulatory submissions; the
anticipated results of the company's clinical and preclinical
trials and other development activities; and Intercept's strategic
directives under the caption "About Intercept." Intercept may not
be able to complete the offering of common stock on the anticipated
terms, or at all. The "forward-looking statements" in this press
release are based on management's current expectations of future
events and are subject to a number of important risks and
uncertainties that could cause actual results to differ materially
and adversely from those set forth in or implied by such
forward-looking statements. These risks and uncertainties include,
but are not limited to: whether or not the company will be able to
raise capital through the sale of shares of common stock, the final
terms of the proposed offering, market and other conditions, the
satisfaction of customary closing conditions related to the
proposed public offering, the impact of general economic, industry
or political conditions in the United States or internationally;
the initiation, cost, timing, progress and results of Intercept's
development activities, preclinical studies and clinical trials;
the timing of and Intercept's ability to obtain and maintain
regulatory approval of OCA, INT-767 and any other product
candidates it may develop, particularly the possibility that
regulatory authorities may require clinical outcomes data (and not
just results based on achievement of a surrogate endpoint) as a
condition to any marketing approval for OCA, and any related
restrictions, limitations, and/or warnings in the label of any
approved product candidates; Intercept's plans to research, develop
and commercialize its product candidates; the election by
Intercept's collaborators to pursue research, development and
commercialization activities; Intercept's ability to attract
collaborators with development, regulatory and commercialization
expertise; Intercept's ability to obtain and maintain intellectual
property protection for its product candidates; Intercept's ability
to successfully commercialize its product candidates; the size and
growth of the markets for Intercept's product candidates and its
ability to serve those markets; the rate and degree of market
acceptance of any future products; undesirable side effects that
may be found in Intercept's product candidates that may delay or
prevent regulatory approval or require the company's product
candidates to include safety warnings or be taken off the market;
the success of competing drugs that are or become available;
regulatory developments in the United States and other countries;
the performance of third-party suppliers and manufacturers;
Intercept's need for and ability to obtain additional financing;
Intercept's estimates regarding expenses, future revenues and
capital requirements and the accuracy thereof; Intercept's ability
to retain key scientific or management personnel; and other factors
discussed under the heading "Risk Factors" contained in Intercept's
annual report on Form 10-K for the year ended December 31, 2014
filed on March 2, 2015 and in the preliminary prospectus supplement
related to the proposed offering filed with the SEC on the date of
this press release. All information in this press release is as of
the date of the release, and Intercept undertakes no duty to update
this information unless required by law.
CONTACT: For more information about Intercept, please contact
Barbara Duncan or Senthil Sundaram, both of Intercept
Pharmaceuticals at +1-646-747-1000.
Media inquiries: media@interceptpharma.com
Investor inquiries: investors@interceptpharma.com
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