It took one month for Johnson & Johnson to secure its $14 billion acquisition of Intra-Cellular Therapies, according to new securities filings that shed light into the back-and-forth talks behind the biggest biotech buyout of the past 14 months.
J&J Innovative Medicine worldwide chair Jennifer Taubert presented Intra-Cellular chair and CEO Sharon Mates with a $115 per-share offer on Dec. 13, according to
paperwork
filed with the SEC on Wednesday evening.
Over the ensuing weeks, execs at Intra-Cellular and J&J hashed out new terms, eventually settling on $132 per share.
On Jan. 6, Intra-Cellular’s bankers at Centerview and Jefferies did a quick check to see if three other companies would be interested in acquiring the biotech. Within two days, all three counterparties said they weren’t interested in buying Intra-Cellular, according to the SEC filing.
J&J came knocking on Intra-Cellular’s doors just days after the New Jersey biotech
said
it asked the FDA to expand the label of its bipolar depression and schizophrenia drug Caplyta to include major depressive disorder.
The drug, first approved in December 2019, reeled in
$175 million
in sales in the third quarter of 2024, a 39% jump over the same period of 2023. It’s expected to hit $5 billion in peak sales, according to Leerink Partners.
J&J, which has the most M&A firepower according to Jefferies analysts, has dished out tens of billions of dollars to bring new medical technology and drug development companies into its fold in recent years. Intra-Cellular gives the healthcare giant an approved neuro medicine and a broad pipeline of experimental therapies being explored for conditions like depression, pain, generalized anxiety disorder, and Alzheimer’s agitation and psychosis, among other indications.
Citing a wide-ranging pipeline and a quickly growing commercial franchise, Intra-Cellular’s board told J&J that the initial offer “significantly undervalued” the company.
Mates told J&J CEO Joaquin Duato that an offer closer to $140 per share “would be necessary to obtain the support of the board,” according to the filing. J&J eventually upped its initial offer by $17 per share.
The final offer of $132 per share — shy of the $140 request — made a splash at the annual JP Morgan Healthcare Conference in January. The announcement breathed new life into the biopharma M&A market, marking the largest buyout since deal-heavy December 2023. That month, Karuna Therapeutics, ImmunoGen and Cerevel Therapeutics announced exits of $14 billion, $10.1 billion and $8.7 billion, respectively.
It’s also one of the largest M&A exits for a woman-led biotech. Mates founded the biotech in 2002 and has been CEO ever since.
Intra-Cellular’s work is based on research from the late Paul Greengard, a neuroscientist who investigated how different signal substances operate and affect the “inner-working of cells in the body,” per the company’s website. While at Rockefeller University, he shared the 2000 Nobel Prize for Physiology or Medicine with Arvid Carlsson and Eric Kandel.
The company raised a $2.9 million Series A in 2002 and secured about $40 million over the next decade,
according
to Bruce Booth, a partner at Atlas Venture. Booth and Atlas were not investors in Intra-Cellular. It then reverse-merged into shell company Oneida Resources Corp. in 2013 and soon after raised about $180 million. A decade later, Intra-Cellular raised an eye-popping
$460 million
in 2022 and
$575 million
in 2024.