UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.  )

 

 

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Filed by a Party other than the Registrant ☒

Check the appropriate box:

 

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Preliminary Proxy Statement

 

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

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Definitive Proxy Statement

 

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Definitive Additional Materials

 

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Soliciting Material under §240.14a-12

Intra-Cellular Therapies, Inc.

(Name of Registrant as Specified In Its Charter)

Johnson & Johnson

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required.

 

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Fee paid previously with preliminary materials.

 

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

 

 

 

The following is an email message from Jennifer Taubert and John Reed of Johnson & Johnson to Intra-Cellular Therapies, Inc. employees sent on March 7, 2025.

From: Jennifer Taubert & John Reed

To: All Intra-Cellular Therapies Employees

Date: March 7, 2025

Subject: A Message from Jennifer Taubert & John Reed at Johnson & Johnson

 

 

Dear Intra-Cellular Therapies Colleagues,

Thank you for hosting us at last week’s town hall meeting. We were thrilled to meet so many of you in person and others online. We appreciated your engagement, enthusiasm, and candor as we take this exciting first step in planning to unite our two companies.

We commend you for the impressive success you have achieved as well as the strong culture you’ve built, a culture that closely aligns with our own. As Our Credo articulates, we share your dedication to putting the needs and well-being of the patients we serve first. We, too, welcome curiosity and celebrate science, built on a culture of integrity and respect.

The future we are working towards will be transformative for our patients. Your outstanding scientific expertise and mission-focused team – combined with Johnson & Johnson – will allow us to advance novel treatments and provide new hope for even more patients living with neuropsychiatric and neurodegenerative disorders.

As shared previously, we are committed to transparency throughout this process and hope we addressed your initial questions at the meeting.

Thank you again for attending the town hall. We look forward to welcoming you to Johnson & Johnson and achieving even greater things for patients together.

Warm Regards,

Jennifer Taubert

Executive Vice President, Worldwide Chairman, Innovative Medicine

John Reed, M.D., Ph.D.

Executive Vice President, R&D, Innovative Medicine

 

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Intra-Cellular Therapies by Johnson & Johnson. In connection with the proposed transaction, on February 18, 2025, Intra-Cellular Therapies filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”). Beginning on February 18, 2025, the definitive proxy statement and proxy card were mailed to Intra-Cellular Therapies’ stockholders of record as of February 13, 2025.

INVESTORS AND STOCKHOLDERS OF INTRA-CELLULAR THERAPIES ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING INTRA-CELLULAR THERAPIES’ PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

Investors and stockholders of Intra-Cellular Therapies are or will be able to obtain these materials (when they are available) free of charge at the SEC’s website at www.sec.gov, or free of charge from Intra-Cellular Therapies’ website at www.intracellulartherapies.com.

PARTICIPANTS IN THE SOLICITATION

Johnson & Johnson and Intra-Cellular Therapies and certain of their respective directors and executive officers, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of Intra-Cellular Therapies in connection with the proposed transaction. Information about Johnson & Johnson’s directors and executive officers is available in Johnson & Johnson’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 16, 2024, and Johnson & Johnson’s definitive proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on March 13, 2024. Information about Intra-Cellular Therapies’ directors and executive officers is available in Intra-Cellular Therapies’ Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 22, 2024, and Intra-Cellular Therapies’ definitive proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 29, 2024. To the extent holdings of Johnson & Johnson’s or Intra-Cellular Therapies’ securities by their respective directors or executive officers have changed since the amounts set forth in such 2024 proxy statements, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, including the Form 3 filed by Sanjeev Narula on August 14, 2024 and the Form 4s filed by: Sharon Mates on August  23, 2024, August  28, 2024, August  30, 2024, December  6, 2024 and February  4, 2025; Joel S. Marcus on June  18, 2024, June  25, 2024 and February  26, 2025; Rory B. Riggs on June  18, 2024, June  25, 2024, July  2, 2024, October  2, 2024, October  15, 2024 and January  3, 2025; Eduardo Rene Salas on June  18, 2024 and June  25, 2024; Robert L. Van Nostrand on June  18, 2024, June  21, 2024, June  25, 2024 and July  2, 2024; Michael Halstead on November  14, 2024 and February  4, 2025; Mark Neumann on August  20, 2024 and February  4, 2025; Suresh K. Durgam on February  4, 2025; and Sanjeev Narula on August  14, 2024 and February 4, 2025. Investors and stockholders of Intra-Cellular Therapies are or will be able to obtain these documents free of charge from the SEC’s website at www.sec.gov, from Johnson & Johnson on Johnson & Johnson’s website at www.jnj.com, from Intra-Cellular Therapies on Intra-Cellular Therapies’ website at www.intracellulartherapies.com. or on request from Johnson & Johnson or Intra-Cellular Therapies. Additional information concerning the interests of Intra-Cellular Therapies’ participants in the solicitation, which may, in some cases, be different than those of Intra-Cellular Therapies’ stockholders generally, is included in Intra-Cellular Therapies’ definitive proxy statement relating to the proposed transaction, which was filed with the SEC on February 18, 2025.

CAUTIONS CONCERNING FORWARD-LOOKING STATEMENTS:

 

  •  

This communication contains “forward-looking statements” regarding the acquisition of Intra-Cellular Therapies by Johnson & Johnson. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Johnson & Johnson or Intra-Cellular Therapies. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the acquisition will not be satisfied; uncertainty as to the percentage of Intra-Cellular Therapies stockholders that will vote to approve the proposed transaction at the Intra-Cellular Therapies stockholder meeting; the possibility that the transaction will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of Johnson & Johnson or Intra-Cellular Therapies during the pendency of the transaction, such as employee departures or distraction of management from business operations; the risk of stockholder litigation relating to the transaction, including resulting expense or delay; the potential that the expected benefits and opportunities of the acquisition, if completed, may not be realized or may take longer to realize than expected; challenges inherent in product research and development, including uncertainty of clinical success and obtaining regulatory approvals; uncertainty of commercial success for new products; manufacturing difficulties and delays; product efficacy or safety concerns resulting in product recalls or regulatory action; economic conditions, including currency exchange and interest rate fluctuations; the risks associated with global operations; competition, including technological advances, new products and patents attained by competitors; challenges to patents; changes to applicable laws and regulations, including tax laws and global health care reforms; adverse litigation or government action; changes in behavior and spending patterns or financial distress of purchasers of health care services and products; and trends toward health care cost containment.

 

  •  

In addition, there will be risks and uncertainties related to the ability of the Johnson & Johnson family of companies to successfully integrate the programs, products, technologies and employees/operations and clinical work of Intra-Cellular Therapies. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Johnson & Johnson and Intra-Cellular Therapies can be found in Johnson & Johnson’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 13, 2025, including in the sections captioned “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and in Johnson & Johnson’s subsequent filings with the SEC and in Intra-Cellular Therapies’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 21, 2025, including in the sections captioned “Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and in Intra-Cellular Therapies’ subsequent filings with the SEC. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov, www.jnj.com, www.intracellulartherapies.com, or on request from Johnson & Johnson or Intra-Cellular Therapies.

 

  •  

Neither Johnson & Johnson nor Intra-Cellular Therapies undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

Cautions Concerning Forward-Looking Statements

This communication contains “forward-looking statements” regarding the acquisition of Intra-Cellular Therapies by Johnson & Johnson. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Johnson & Johnson or Intra-Cellular Therapies. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the acquisition will not be satisfied; uncertainty as to the percentage of Intra-Cellular Therapies stockholders that will vote to approve the proposed transaction at the Intra-Cellular Therapies stockholder meeting; the possibility that the transaction will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of Johnson & Johnson or Intra-Cellular Therapies during the pendency of the transaction, such as employee departures or distraction of management from business operations; the risk of stockholder litigation relating to the transaction, including resulting expense or delay; the potential that the expected benefits and opportunities of the acquisition, if completed, may not be realized or may take longer to realize than expected; challenges inherent in product research and development, including uncertainty of clinical success and obtaining regulatory approvals; uncertainty of commercial success for new products; manufacturing difficulties and delays; product efficacy or safety concerns resulting in product recalls or regulatory action; economic conditions, including currency exchange and interest rate fluctuations; the risks associated with global operations; competition, including technological advances, new products and patents attained by competitors; challenges to patents; changes to applicable laws and regulations, including tax laws and global health care reforms; adverse litigation or government action; changes in behavior and spending patterns or financial distress of purchasers of health care services and products; and trends toward health care cost containment.

In addition, there will be risks and uncertainties related to the ability of the Johnson & Johnson family of companies to successfully integrate the programs, products, technologies and employees/operations and clinical work of Intra-Cellular Therapies. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Johnson & Johnson and Intra-Cellular Therapies can be found in Johnson & Johnson’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 13, 2025, including in the sections captioned “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and in Johnson & Johnson’s subsequent filings with the SEC and in Intra-Cellular Therapies’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 21, 2025, including in the sections captioned “Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and in Intra-Cellular Therapies’ subsequent filings with the SEC. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov, www.jnj.com, www.intracellulartherapies.com, or on request from Johnson & Johnson or Intra-Cellular Therapies.

Neither Johnson & Johnson nor Intra-Cellular Therapies undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

Participants in the Solicitation

Johnson & Johnson and Intra-Cellular Therapies and certain of their respective directors and executive officers, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of Intra-Cellular Therapies in connection with the proposed transaction. Information about Johnson & Johnson’s directors and executive officers is available in Johnson & Johnson’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 16, 2024, and Johnson & Johnson’s definitive proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on March 13, 2024. Information about Intra-Cellular Therapies’ directors and executive officers is available in Intra-Cellular Therapies’ Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 22, 2024, and Intra-Cellular Therapies’ definitive proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 29, 2024. To the extent holdings of Johnson & Johnson’s or Intra-Cellular Therapies’ securities by their respective directors or executive officers have changed since the amounts set forth in such 2024 proxy statements, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, including the Form 3 filed by Sanjeev Narula on August  14, 2024 and the Form 4s filed by: Sharon Mates on August  23, 2024, August  28, 2024, August  30, 2024, December  6, 2024 and February  4, 2025; Joel S. Marcus on June  18, 2024, June  25, 2024 and February  26, 2025; Rory B. Riggs on June  18, 2024, June  25, 2024, July  2, 2024, October  2, 2024, October  15, 2024 and January  3, 2025; Eduardo Rene Salas on June  18, 2024 and June  25, 2024; Robert L. Van Nostrand on June  18, 2024, June  21, 2024, June  25, 2024 and July  2, 2024; Michael Halstead on November  14, 2024 and February  4, 2025; Mark Neumann on August  20, 2024 and February  4, 2025; Suresh K. Durgam on February  4, 2025; and Sanjeev Narula on August  14, 2024 and February 4, 2025. Investors and stockholders of Intra-Cellular Therapies are or will be able to obtain these documents free of charge from the SEC’s website at www.sec.gov, from Johnson & Johnson on Johnson & Johnson’s website at www.jnj.com, from Intra-Cellular Therapies on Intra-Cellular Therapies’ website at www.intracellulartherapies.com. or on request from Johnson & Johnson or Intra-Cellular Therapies. Additional information concerning the interests of Intra-Cellular Therapies’ participants in the solicitation, which may, in some cases, be different than those of Intra-Cellular Therapies’ stockholders generally, is included in Intra-Cellular Therapies’ definitive proxy statement relating to the proposed transaction, which was filed with the SEC on February 18, 2025.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Intra-Cellular Therapies by Johnson & Johnson. In connection with the proposed transaction, on February 18, 2025, Intra-Cellular Therapies filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”). Beginning on February 18, 2025, the definitive proxy statement and proxy card were mailed to Intra-Cellular Therapies’ stockholders of record as of February 13, 2025.

INVESTORS AND STOCKHOLDERS OF INTRA-CELLULAR THERAPIES ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING INTRA-CELLULAR THERAPIES’ PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

Investors and stockholders of Intra-Cellular Therapies are or will be able to obtain these materials (when they are available) free of charge at the SEC’s website at www.sec.gov, or free of charge from Intra-Cellular Therapies’ website at www.intracellulartherapies.com.

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