Intercept Pharmaceuticals Announces Proposed Public Offering of Common Stock

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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