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Intercept Pharmaceuticals Announces Proposed Public Offering of Common Stock

 Intercept Pharmaceuticals Announces Proposed Public Offering of Common Stock

PR Newswire

NEW YORK, June 17, 2013

NEW YORK, June 17, 2013 /PRNewswire/ --Intercept Pharmaceuticals,
Inc.(NASDAQ: ICPT), a clinical stage biopharmaceutical company focused on the
development and commercialization of novel bile acid therapeutics to treat
chronic liver diseases, today announced that it has commenced an underwritten
public offering of 1,730,000 shares of its common stock. All of the shares in
the offering are to be sold by Intercept.

BofA Merrill Lynch and Citigroup are acting as joint book-running managers,
BMO Capital Markets is acting as lead manager and Needham & Company, Wedbush
PacGrow Life Sciences and Janney Montgomery Scott are acting as co-managers
for the proposed offering. Intercept intends to grant the underwriters a
30-day option to purchase up to 259,500 additional shares of common stock. The
offering is subject to market and other conditions, and there can be no
assurance as to whether or when the offering may be completed, or as to the
actual size or terms of the offering. Intercept intends to use substantially
all of the net proceeds of this offering to fund (i) the development of its
lead product candidate, obeticholic acid (OCA), for additional indications
beyond primary biliary cirrhosis (PBC); (ii) the continuation of the long-term
safety extension portion of its POISE trial and a proposed Phase 3 clinical
outcomes trial after the anticipated filings with the U.S. Food and Drug
Administration and European Medicines Agency; (iii) certain
pre-commercialization and potential commercial launch activities of OCA for
PBC; and (iv) general corporate purposes, including general and administrative
expenses, capital expenditures, working capital and prosecution and
maintenance of its intellectual property.

A registration statement on Form S-1 relating to the public offering of the
shares of common stock described above has been filed with the Securities and
Exchange Commission but has not yet become effective. These securities may not
be sold nor may offers to buy be accepted prior to the time that the
registration statement becomes effective.

Copies of the preliminary prospectus relating to and describing the terms of
the offering may be obtained from the offices of BofA Merrill Lynch, 222
Broadway, New York, NY 10038, Attn: Prospectus Department, or via email, at
dg.prospectus_requests@baml.com; or Citigroup c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, via telephone at
1-800-831-9146 or email at batprospectusdept@citi.com.

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 orphan and more prevalent
liver diseases utilizing its expertise in bile acid chemistry. The company's
lead product candidate, obeticholic acid (OCA), is a bile acid analog and
first-in-class agonist of the farnesoid X receptor (FXR). OCA is initially
being developed for the second line treatment of primary biliary cirrhosis
(PBC) in patients with an inadequate response to, or who are unable to
tolerate, ursodiol, the only approved therapy for this indication. OCA has
received orphan drug designation in both the United States and Europe for the
treatment of PBC. Intercept owns worldwide rights to OCA outside of Japan and
China, where it has out-licensed the product candidate to Dainippon Sumitomo
Pharma.

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 completion of the proposed public
offering, the use of proceeds from the offering, Intercept's plans to develop
and commercialize OCA and its other product candidates, and the company's
strategic directives under the caption "About Intercept." These
"forward-looking statements" are based on management's current expectations of
future events and are subject to a number of 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 we will be able
to raise capital through the sale of shares of common stock; the final terms
of the proposed offering; Intercept's use of the proceeds from this offering
and its recently completed initial public offering; the satisfaction of
customary closing conditions related to the proposed public offering; 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 and any
other product candidates it may develop, and any related restrictions,
limitations, and/or warnings in the label of any approved product candidates;
Intercept's plans to research, develop and commercialize future 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; 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 ability to obtain additional financing; the accuracy of
Intercept's estimates regarding expenses, future revenues, capital
requirements and the need for additional financing; the loss of 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, 2012, our quarterly report on Form 10-Q for the quarter
ended March 31, 2013, and in the preliminary prospectus related to the
proposed offering filed with the Securities and Exchange Commission on the
date of this press release, as well as any updates to these risk factors filed
from time to time in Intercept's other filings with the Securities and
Exchange Commission. 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.

For more information about Intercept, please contact Mark Pruzanski, MD, or
Barbara Duncan, both of Intercept Pharmaceuticals at 1-646-747-1000.

SOURCE Intercept Pharmaceuticals
 
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