On March 3, 2025 Intra-Cellular Therapies, Inc. ( the "Company") reported that as previously announced, on January 10, 2025, it has entered into an Agreement and Plan of Merger (the "Merger Agreement") with Johnson & Johnson, a New Jersey corporation ("Parent"), and Fleming Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent (Filing, 8-K, Intra-Cellular Therapies, MAR 3, 2025, View Source [SID1234650831]). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Merger Agreement.
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The closing of the Merger is conditioned upon, among other things, the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The required waiting period under the HSR Act with respect to the Merger expired at 11:59 p.m., Eastern Time on February 26, 2025.
The expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Merger. The closing of the Merger remains subject to the satisfaction or waiver of other customary closing conditions, including, without limitation, the adoption of the Merger Agreement and approval of the Merger by the affirmative vote of the holders of a majority of the outstanding Company Shares. As previously disclosed, the Company has scheduled the special meeting of stockholders for March 27, 2025 to vote on the adoption of the Merger Agreement and approval of the Merger.
For more information about the proposed transaction, including the Merger Agreement, the Merger and the special meeting of the Company’s stockholders, please see the definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") by the Company on February 18, 2025 (the "Definitive Proxy Statement").