Status: No Action

Acquirer: Novartis AG (Switzerland)

Acquired: Endocyte, Inc. (U.S.)

Value: $2.1 billion

Industry Tags: Health Care; Pharmaceutical; Biotechnology

On October 17, 2018, Endocyte, Inc. (Nasdaq:ECYT), “a biopharmaceutical company developing targeted therapeutics for cancer treatment,” entered into an agreement and plan of merger with Novartis AG, “pursuant to which Novartis will acquire Endocyte for $24 per share, or a total equity value of approximately $2.1 billion, in cash.” (Press Release, Endocyte, Inc., Form 8-K, Ex-99.1, Oct. 18, 2018.) CFIUS review was a condition to the merger. (Section 7.01(b), Agreement and Plan of Merger, Endocyte, Inc., Form 8-K, Ex-2.1, Oct. 18, 2018.) The parties “filed jointly on November 10, 2018 a required declaration” with CFIUS. (Endocyte, Inc., Form 8-K, Dec. 17, 2018.) “The declaration review period expired on December 14, 2018.” (Id.) “On December 14, 2018, CFIUS notified the parties that, based on its assessment of the declaration, it cannot conclude action under Section 721 with respect to the proposed merger and that the parties may file with CFIUS a written notice pursuant to Section 721 to seek written notification that CFIUS has concluded all action under Section 721. CFIUS did not request that the parties file a joint voluntary notice pursuant to 31 C.F.R. § 801.501 or unilaterally initiate a review of the proposed merger pursuant to 31 C.F.R. § 801.504.” (Id.) The merger closed on December 21, 2018. (See Endocyte, Inc., Form 8-K, Dec. 21, 2018, SEC Filing.)

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