Intra-Cellular Therapies acquired by Johnson & Johnson for $14.6 billion

Intra-Cellular Therapies, Inc. (Nasdaq: ITCI) announced the completion of its merger with Johnson & Johnson following the approval of an agreement originally signed on January 10, 2025. Under the terms of the merger agreement, Intra-Cellular became a wholly owned subsidiary of Johnson & Johnson through a cash transaction valued at approximately $14.6 billion.

Shareholders of Intra-Cellular received $132.00 per share in cash for each outstanding common share. The deal also included the conversion of outstanding stock options and equity awards into cash equivalents, based on the same $132 per share valuation.

All shares of Intra-Cellular common stock ceased trading on the Nasdaq Global Select Market as of April 2, 2025, and the company has initiated the process to deregister its securities with the SEC. As part of the transaction, all previous Intra-Cellular directors resigned and were replaced by the directors of the merger subsidiary.

The company’s certificate of incorporation and bylaws were also amended and restated in accordance with the terms of the merger.

This acquisition marks a significant addition to Johnson & Johnson’s neuroscience and psychiatry pipeline, bringing Intra-Cellular’s late-stage therapies and research into the Johnson & Johnson fold.

Intra-Cellular Therapies Announces Special Shareholder Meeting Amid Johnson & Johnson Merger Lawsuits
Bedminster, NJ – March 18, 2025 – Intra-Cellular Therapies, Inc. (NASDAQ: ITCI) has announced that a special shareholder meeting will be held on March 27, 2025, regarding its merger with Johnson & Johnson (NYSE: JNJ).

Key Developments:
Merger Details:
Johnson & Johnson plans to acquire Intra-Cellular Therapies, with the company becoming a wholly owned subsidiary.
Shareholders as of February 13, 2025, can vote on the proposed merger.
Legal Challenges:
Multiple lawsuits have been filed by shareholders, alleging incomplete or misleading disclosures in the company's proxy statement regarding the merger.
Plaintiffs seek injunctive relief, corrective disclosures, and potential monetary damages.
Company Response:
Intra-Cellular Therapies denies all allegations and has voluntarily supplemented its proxy statement to avoid litigation costs and delays.
Despite these challenges, the merger remains on track, with Intra-Cellular Therapies urging shareholders to review all relevant materials and vote accordingly before the upcoming meeting.

Intra-Cellular Therapies, Inc. filed a Form 8-K on March 3, 2025, providing an update on its pending merger with Johnson & Johnson. The company announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on February 26, 2025, satisfying one of the conditions for closing the merger. The transaction remains subject to customary closing conditions, including shareholder approval.

A special meeting of stockholders is scheduled for March 27, 2025, to vote on the merger agreement. Additional details, including the merger terms, are available in the definitive proxy statement filed with the SEC on February 18, 2025. The company advises stockholders to review all relevant documents before making voting decisions.

Intra-Cellular Therapies, Inc. (Nasdaq: ITCI) reported strong financial and clinical progress for the fourth quarter and full year 2024, driven by significant growth in CAPLYTA sales and continued advancements in its drug development pipeline.

For the full year, CAPLYTA net product sales reached $680.5 million, reflecting a 47% year-over-year increase. In the fourth quarter alone, sales grew 51% to $199.2 million compared to the same period in 2023. The company ended 2024 with cash, cash equivalents, investment securities, and restricted cash totaling $1.0 billion, up from $499.7 million at the end of 2023.

Operating expenses also increased, with selling, general, and administrative (SG&A) expenses rising to $504.5 million, primarily due to expanded commercialization efforts. Research and development (R&D) expenses grew to $236.1 million, reflecting higher costs associated with ongoing clinical programs, including lumateperone and other pipeline candidates.

On the regulatory front, the FDA accepted for review a supplemental New Drug Application (sNDA) for lumateperone as an adjunctive treatment for major depressive disorder (MDD). The submission is supported by positive results from Phase 3 clinical trials.

The company continues to expand its clinical pipeline, launching 10 late-stage trials in 2024, including six Phase 3 lumateperone studies and four ITI-1284 studies. Key ongoing programs include:
- **Lumateperone:** Pediatric Phase 3 trials for irritability in autism spectrum disorder, studies in bipolar mania, and ongoing schizophrenia and bipolar disorder safety trials.
- **ITI-1284:** Phase 2 trials for generalized anxiety disorder and psychosis or agitation in Alzheimer’s disease.
- **PDE1 inhibitor program:** Phase 2 study of lenrispodun (ITI-214) in Parkinson’s disease and a Phase 1 trial of ITI-1020 for oncology.
- **ITI-1500 neuroplastogen program:** ITI-1549 is advancing through IND-enabling studies.

Looking ahead, the company is expanding its sales force in anticipation of CAPLYTA's potential approval for adjunctive MDD treatment. With a robust cash position and ongoing clinical advancements, Intra-Cellular Therapies is well-positioned for continued growth in 2025.