Endocyte,Inc. (NASDAQ:ECYT) Files An 8-K Other Events
ITEM 8.01 Other Events.
As previously disclosed, in connection with the proposed merger involving Endocyte,Inc. (“Endocyte”), Novartis AG (“Novartis”) and Edinburgh Merger Corporation, a wholly owned subsidiary of Novartis (“Merger Sub”), Endocyte, Novartis and Merger Sub filed jointly on November10, 2018 a required declaration with the Committee on Foreign Investment in the United States (“CFIUS”), to Section721 of the Defense Production Act of 1950, as amended (“Section721”). The declaration review period expired on December14, 2018. On December14, 2018, CFIUS notified the parties that, based on its assessment of the declaration, it cannot conclude action under Section721 with respect to the proposed merger and that the parties may file with CFIUS a written notice to Section721 to seek written notification that CFIUS has concluded all action under Section721. CFIUS did not request that the parties file a joint voluntary notice to 31 C.F.R. §801.501 or unilaterally initiate a review of the proposed merger to 31 C.F.R. §801.504. The closing of the proposed merger remains subject to customary closing conditions, including the approval of Endocyte’s stockholders. A special meeting of Endocyte’s stockholders with respect to the proposed merger is scheduled to be held on December20, 2018. Subject to approval of the proposed merger by Endocyte’s stockholders at the special meeting, Endocyte, Novartis and Merger Sub intend to then close the proposed merger as soon as practicable after such special meeting.
Additional Information and Where to Find It
In connection with the proposed merger, Endocyte has filed and intends to file relevant materials with the Securities and Exchange Commission (the “SEC”). On November16, 2018, Endocyte filed a definitive proxy statement with the SEC and began mailing definitive proxy materials to each stockholder entitled to vote at the special meeting relating to the proposed merger. On December12, 2018, Endocyte filed a supplement to the proxy statement with the SEC. This communication is not a substitute for the proxy statement, as supplemented, or any other document that Endocyte has filed with the SEC or has sent to its stockholders in connection with the proposed merger. Stockholders are urged to carefully read the proxy statement, as supplemented, and any other proxy materials in their entirety (including any amendments or supplements thereto) and any other relevant documents that Endocyte will file with the SEC when they become available because they will contain important information. The proxy statement, as supplemented, and other relevant materials (when available), and any and all documents filed by Endocyte with the SEC, may also be obtained for free at the SEC’s website at www.sec.gov. In addition, stockholders may obtain free copies of the documents filed with the SEC by Endocyte in the “Investors& News” section of its website at www.endocyte.com, or copies may be obtained, without charge, by directing a request to Corporate Secretary, Endocyte,Inc., 8910 Purdue Road, Suite250,Indianapolis,Indiana 46268 or by calling (765) 463-7175.
Participants in the Solicitation
Endocyte and its directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from Endocyte’s stockholders with respect to the proposed merger. Information regarding such individuals is set forth in Endocyte’s Annual Report on Form10-K for the year ended December31, 2017, which was filed with the SEC on February27, 2018, and its definitive proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on March23, 2018. Additional information regarding the interests of such individuals in the proposed merger is included in Endocyte’s definitive proxy statement relating to the proposed merger filed with the SEC on November16, 2018. These documents may be obtained free of charge from the SEC’s website at www.sec.govand Endocyte’s website at www.endocyte.com.
Forward Looking Statements
This communication may include “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements relating to the completion of the merger. Forward-looking statements can usually be identified by the use of terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will” and similar words or expression, or by express or implied discussions regarding the proposed merger including the expected timing for completion of the proposed merger. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. There can be no guarantee that the proposed merger described in this communication will be completed, or that it will be completed as currently proposed, or at any particular time. Actual results could differ materially from those anticipated as a result of various factors, including: (1)Endocyte may be unable to obtain stockholder approval as required for the merger; (2)conditions to the closing of the merger, including the obtaining of required regulatory approvals, may not be satisfied; (3)the merger may involve unexpected costs, liabilities or delays; (4)the business or stock price of Endocyte may suffer as a result of uncertainty surrounding the merger; (5)the outcome of any legal proceedings related to the merger; (6)Endocyte may be adversely affected by other economic, business, and/or competitive factors; (7)the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (8)the ability to recognize benefits of the merger; (9)risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (10)other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all; (11)the risks described from time to time in Endocyte’s reports filed with the SEC under the heading “Risk Factors,” including the Quarterly Report on Form10-Q for the quarter ended September30, 2018 and in other filings with the SEC; and (12)general industry and economic conditions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which such statements were made. Except as required by applicable law, Endocyte undertakes no obligation to update forward-looking statements to reflect events or circumstances arising after such date.
About Endocyte,Inc. (NASDAQ:ECYT)
Endocyte Inc. (Endocyte) is a biopharmaceutical company. The Company is engaged in developing therapies for the treatment of cancer and inflammatory diseases. The Company uses its technology to create small molecule drug conjugates (SMDCs) and companion imaging diagnostics. The Company’s pipeline includes Folate-Tubulysin (EC1456), the Company’s second generation SMDC, also targets the folate receptor; PSMA Tubulysin (EC1169), the Company’s non-folate SMDC, which is a tubulysin therapeutic targeting PSMA; Vintafolide (Folate DAVLBH), SMDC, vintafolide, targets the folate receptor with the anti-cancer drug payload DAVLBH; Folate-DNA alkylator (EC1788), which is a folate receptor-targeted SMDC with a potent DNA alkylator drug; Folate-Aminopterin (EC1669) is a folate receptor-targeted SMDC for the treatment in inflammatory diseases, and Folate-mTor inhibitor (EC0371), which is a folate receptor-targeted SMDC for the treatment of polycystic kidney disease(PKD).
