INTRODUCTION
This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Incyte Corporation, a Delaware corporation, to purchase up to $1.672 billion in value of its common stock, $.001 par value, at a price not greater than $60.00 per share nor less than $52.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 2024 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a)
The name of the issuer is Incyte Corporation, a Delaware corporation (the “Company”), and the address of its principal executive office is 1801 Augustine Cut-Off, Wilmington, Delaware 19803. The Company’s telephone number is (302) 498-6700.
(b)
The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference.
(c)
The information set forth in the Offer to Purchase under Section 8 (“Price Range of Shares; Dividends”) is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)
The Company is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth in the Offer to Purchase under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)
The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:
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“Summary Term Sheet”;
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“Introduction”;
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Section 1 (“Number of Shares; Proration”);
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Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans”);
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Section 3 (“Procedures for Tendering Shares”);
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Section 4 (“Withdrawal Rights”);
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Section 5 (“Purchase of Shares and Payment of Purchase Price”);
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Section 6 (“Conditional Tender of Shares”);
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Section 7 (“Conditions of the Tender Offer”);
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Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”);
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Section 14 (“Material U.S. Federal Income Tax Consequences”);