J&J acquires Intra-Cellular Therapies in $14.6bn deal

March 2025 | DEALFRONT | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

March 2025 Issue

In the biggest biotech transaction in more than a year, US multinational pharmaceutical, biotechnology and medical technologies corporation Johnson & Johnson (J&J) is to acquire neurological drug maker Intra-Cellular Therapies in a deal valued at approximately $14.6bn.

Under the terms of the definitive agreement, J&J will acquire all outstanding shares of Intra-Cellular Therapies for a payment of $132 per share in cash. J&J expects to fund the transaction through a combination of cash on hand and debt.

J&J also expects to maintain a strong balance sheet and to continue to support its stated capital allocation priorities of research and development investment, competitive dividends, value-creating acquisitions and strategic share repurchases.

A biopharmaceutical company founded on Nobel Prize-winning research that allows it to understand how therapies affect the inner workings of cells in the body, Intra-Cellular Therapies leverages this intracellular approach to develop innovative treatments for people living with complex psychiatric and neurologic diseases.

“Building on our nearly 70-year legacy in neuroscience, adding Intra-Cellular Therapies to our innovative medicine business demonstrates our commitment to transforming care and advancing research in some of today’s most devastating neuropsychiatric and neurodegenerative disorders,” said Joaquin Duato, chairman and chief executive of Johnson & Johnson. “This acquisition further differentiates our portfolio, serves as a strategic near- and long-term growth catalyst for Johnson & Johnson and offers compelling value to patients, health systems and shareholders.”

With this agreement, J&J adds Intra-Cellular Therapies’ Caplyta, a once-daily oral therapy approved to treat adults with schizophrenia, as well as depressive episodes associated with bipolar depression, as a monotherapy and adjunctive therapy with lithium or valproate.

The acquisition also includes ITI-1284, a phase 2 compound being studied in generalised anxiety disorder and Alzheimer’s disease-related psychosis and agitation, as well as a clinical-stage pipeline that further complements and strengthens J&J’s current areas of focus.

“Caplyta’s success and the robust pipeline we have built demonstrates the passion and dedication of our talented team, and we are proud of the hundreds of thousands of patients we have helped,” said Sharon Mates, chairman and chief executive of Intra-Cellular Therapies. “Johnson & Johnson has a longstanding commitment to neuroscience, and we believe together, we can reach even more patients around the world.”

Following completion of the transaction, Intra-Cellular Therapies’ common stock will no longer be listed for trading on the Nasdaq Global Select Market.

The closing of the transaction is expected to occur later in 2025 subject to applicable regulatory approvals, approval by Intra-Cellular Therapies’ stockholders and other customary closing conditions for a transaction of this type.

Serving as financial adviser to J&J is Citi, with Cravath, Swaine & Moore serving as legal adviser. Serving as financial advisers to Intra-Cellular Therapies are Centerview Partners LLC and Jefferies, with Davis Polk & Wardwell LLP serving as legal adviser.

“We are excited to welcome Intra-Cellular Therapies’ talented people and world-class expertise to Johnson & Johnson,” concluded Jennifer Taubert, executive vice president of Johnson & Johnson. “Together, we have an opportunity to impact even more patients living with neuropsychiatric and neurodegenerative disorders, significantly advancing care and helping improve the lives of millions worldwide.”

Fraser Tennant