0000947871-11-000671.txt : 20110729 0000947871-11-000671.hdr.sgml : 20110729 20110729125017 ACCESSION NUMBER: 0000947871-11-000671 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20110729 DATE AS OF CHANGE: 20110729 GROUP MEMBERS: DOMINIQUE SEMON GROUP MEMBERS: MERLIN BIOMED PRIVATE EQUITY ADVISORS, LLC GROUP MEMBERS: MERLIN NEXUS III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICAGEN INC CENTRAL INDEX KEY: 0000902622 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 561785001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81358 FILM NUMBER: 11996545 BUSINESS ADDRESS: STREET 1: 4222 EMPEROR BLVD STREET 2: SUITE 350 CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 919-941-5206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Merlin BioMed Private Equity Advisors, L.L.C. CENTRAL INDEX KEY: 0001429303 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 230 PARK AVE, SUITE 928 CITY: NEW YORK STATE: NY ZIP: 10169 BUSINESS PHONE: 646-227-5270 MAIL ADDRESS: STREET 1: 230 PARK AVE, SUITE 928 CITY: NEW YORK STATE: NY ZIP: 10169 SC 13D 1 ss124578_sc13d-icagen.htm SCHEDULE 13D
  
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 

 
ICAGEN, INC.
(Name of Issuer)
 
Common Stock, par value $0.001
(Title of Class of Securities)
 
45104P104
(CUSIP Number)
 
Dominique Sémon
Merlin BioMed Private Equity Advisors, LLC
424 West 33rd Street, Suite 520,
New York, NY  10001
Telephone: (646) 227-5200

With a copy to:

Robert M. Katz
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
July 28, 2011
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box x.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
 
    
SCHEDULE 13D
 
CUSIP No.  45104P104
  
Page 2 of 9 Pages
         
1
NAME OF REPORTING PERSON
 
 
Merlin BioMed Private Equity Advisors, LLC (IRS No. 13-4178606)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
  
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
750,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
750,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
750,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.0%
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
 
Page 2 of 9 Pages
 
    
SCHEDULE 13D
 
CUSIP No.  45104P104
  
Page 3 of 9 Pages
         
1
NAME OF REPORTING PERSON
 
 
Merlin Nexus III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
  
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
750,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
750,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
750,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.0%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
Page 3 of 9 Pages
 
    
SCHEDULE 13D
 
CUSIP No.  45104P104
  
Page 4 of 9 Pages
         
1
NAME OF REPORTING PERSON
 
 
Dominique Sémon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
  
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Switzerland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
750,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
750,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
750,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.0%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
    
 
Page 4 of 9 Pages
 
   
ITEM 1.
Security and Issuer
 
This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.001 (the “Common Stock”), of Icagen, Inc., a Delaware corporation (the “Issuer”).  The principal business address of the Issuer is 4222 Emperor Boulevard, Suite 350, Durham, NC 27703.
 
ITEM 2.
Identity and Background
 
 
This statement is being filed by Merlin BioMed Private Equity Advisors, LLC, a Delaware limited liability company (“Merlin”), Merlin Nexus III, L.P., a Delaware limited partnership (“Merlin Nexus”), and Dominique Sémon, a citizen of Switzerland (together with Merlin and Merlin Nexus, the “Reporting Persons”).
 
The address of the principal business office of the Reporting Persons is 424 West 33rd Street, Suite 520, New York, NY 10001.
 
The principal business of Merlin is to act as the investment manager of Merlin Nexus and other affiliated funds.  The principal business of Merlin Nexus is to make, hold and dispose of equity and equity-related investments, principally in the life science industry.  The principal occupation of Dominique Sémon is serving as the managing member of Merlin.

During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
ITEM 3.
Source and Amount of Funds or Other Consideration
 
Merlin advises a number of client accounts, including Merlin Nexus, which purchased an aggregate of 750,000 shares of Common Stock for a total consideration of $2,192,606.56 derived from the capital of Merlin Nexus.
 
ITEM 4.
Purpose of Transaction
 
On July 20, 2011, the Issuer issued a press release describing a proposed acquisition of the Issuer by Pfizer Inc. (“Pfizer”) pursuant to which Pfizer and/or one or more of its affiliates would acquire all of the outstanding shares of the Common Stock not held by it in a tender offer for a per share consideration of $6.00 in cash (the “Proposed Transaction”).  Upon an analysis of the terms of the Proposed Transaction, the Reporting Persons concluded that the Proposed Transaction undervalues the Issuer and is not in the best interests of all stockholders.
 
On July 28, 2011, Merlin Nexus and New Leaf Ventures Partners, L.L.C. (“New Leaf”) jointly delivered a letter (the “Joint Letter”) to the Issuer’s Board of Directors and issued a press release (the “Press Release”).  The Joint Letter states the Proposed Transaction undervalues the Issuer and states the belief that the Proposed Transaction is not in the best interests of all stockholders.  The Joint Letter further states that each of the Reporting Persons and New Leaf would not tender their shares in the proposed Transaction on the current terms, and are considering other options, including communicating with additional stockholders of the Issuer to share their concerns.  The Reporting Persons disclaim beneficial ownership of all shares held by New Leaf and its affiliates.
 
The references to the Joint Letter and the Press Release in this Schedule 13D are qualified in their entirety by reference to the Joint Letter and the Press Release, copies of which are filed with this Schedule 13D as Exhibit 1 and Exhibit 2, respectively, and incorporated herein by reference as if set forth in their entirety.
 
 
Page 5 of 9 Pages
 
   
The Reporting Persons acquired their shares of Common Stock in the ordinary course of their business.  Prior to the date hereof, the Reporting Persons had on file with the Securities and Exchange Commission a Schedule 13G with respect to their beneficial ownership of Common Stock.  Although the Reporting Persons do not believe that Merlin Nexus’s providing its views or engaging in communications as described above would constitute activities that have the purpose or effect of changing or influencing control of the Issuer, the Reporting Persons are filing this Schedule 13D in order to remove any possible impediment to providing such views or engaging in such communications.
 
Each of the Reporting Persons intends to review its investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4.  Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations.  Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters.  In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.
 
Other than as set forth in this Statement, the Reporting Persons have no present plans or proposals which relate to or would result in:
 
(a)           The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
 
(b)           An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
 
(c)           A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
 
(d)           Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
 
(e)           Any material change in the present capitalization or dividend policy of the Issuer;
 
(f)           Any other material change in the Issuer’s business or corporate structure;
 
(g)           Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
 
(h)           A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
(i)           A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
 
(j)           Any action similar to any of those enumerated above.
 
 
 
Page 6 of 9 Pages
 
    
ITEM 5
Interest in Securities of the Issuer
 
(a)-(b) Based upon the Issuer’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2011, there were 7,499,008 shares of Common Stock outstanding as of April 30, 2011.  Based on the foregoing, the 750,000 shares (the “Subject Shares”) of Common Stock beneficially owned by the Reporting Persons represented approximately 10.0% of the shares of the Common Stock issued and outstanding as of such date.
 
Merlin, as the investment manager to Merlin Nexus, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares.  By virtue of Dominique Sémon’s position as managing member of Merlin and Merlin Nexus III, LLC, the general partner of Merlin Nexus, Dominique Sémon may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, Dominique Sémon may be deemed to be the beneficial owner of the Subject Shares.
 
(c) None.
 
(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock covered by this Schedule 13D.
 
(e) Not applicable.
 
ITEM 6
Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer
 
To the knowledge of the Reporting Persons, except for the matters described herein, the Reporting Persons have no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer.
 
ITEM 7
Material to be Filed as Exhibits
 
The following are filed herewith as Exhibits to this Schedule 13D:
 
Exhibit
 
Description
 
1.
 
Joint Letter, dated July 28, 2011 to the Board of Directors of the Issuer.
 
2.
 
Press Release, issued July 28, 2011.
 
3.
 
Joint Filing Agreement, dated July 29, 2011, between Merlin BioMed Private Equity Advisors, LLC, Merlin Nexus III, L.P. and Dominique Sémon.
 
 
 
 
 
 
 
Page 7 of 9 Pages
 
       
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  July 29, 2011
   
  MERLIN BIOMED PRIVATE EQUITY INVESTORS, LLC
  By: DOMINIQUE SÉMON, Managing Member
   
         
 
/s/ Dominique Sémon
  
         
 
 
 
MERLIN NEXUS III, L.P.
  By: MERLIN NEXUS III, LLC., General Partner
   
         
 
/s/ Dominique Sémon
  
  Name: Dominique Sémon  
  Title: Managing Member  
         
 
 
         
 
/s/ Dominique Sémon
  
  Name: Dominique Sémon  
         
 
 
 
 
 
 
Page 8 of 9 Pages
 
     
EXHIBIT INDEX
 
Exhibit
 
Description
 
1.
 
Joint Letter, dated July 28, 2011 to the Board of Directors of the Issuer.
 
2.
 
Press Release, issued July 28, 2011.
 
3.
 
Joint Filing Agreement, dated July 29, 2011, between Merlin BioMed Private Equity Advisors, LLC, Merlin Nexus III, L.P. and Dominique Sémon.
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 9 of 9 Pages
 
 EX-99.1 2 ss124578_ex9901.htm JOINT LETTER
 
July 28, 2011

Board of Directors
c/o Charles A. Sanders, M.D., Chairman of the Board
Icagen, Inc.
4222 Emperor Blvd, Suite 350
Durham, NC 27703


Dear Members of the Board of Directors:

As a follow-up to the recently announced acquisition of Icagen, Inc. ("Icagen"), we are writing this letter to express our concerns about the planned acquisition by Pfizer Inc ("Pfizer") at a price of $56 million or $6.00 per share.  We believe the purchase price dramatically undervalues Icagen’s  assets, and is not in the best interests of all stockholders.

To date, we have had access only to Icagen's publicly available information.  Based solely on that information, it appears to us that Icagen has made significant progress in advancing both its own proprietary program ICA-105665, which is expected to soon enter into a phase II clinical trial for epilepsy, and the Pfizer partnership targeting the sodium ion channels for the treatment of pain.  In December 2010, Icagen and Pfizer initiated the first phase I study of compound PF-05089771 in healthy volunteers.  PF-05089771 is a selective and potent Nav1.7 targeting compound developed by Icagen and the first of three compounds expected to enter the clinic over the next 12 months.

Pursuant to the Collaborative Research and License Agreement entered into with Pfizer in August 2007, each of these compounds has the potential to earn up to $359 million in milestones along with future percentage royalties with rates in the high-single to low double digits.  At the time of the deal, Pfizer found the sodium ion channel targets attractive enough to pay what was then considered to be double the median size of an early-stage deal since 2003 of $175.4 million.1  As late as January 2010, Pfizer continued to express its interest in the program, calling  Nav1.7 an "Exciting New Pain Target" in a public presentation despite the compound being almost 12 months away from entering the clinic.2  We believe that Nav1.7 is a uniquely interesting target in the multi-billion dollar market for pain therapies based on the inability of families from Northern Pakistan who hold mutations in the SCN9A gene (which encodes the Nav1.7 ion channel) to feel pain.  As quoted from a 2006 paper published in Nature, "The complete inability to sense pain in an otherwise healthy individual is a very rare phenotype."3

Data found on the NIH website,4 indicates that in late December 2010, Pfizer initiated a phase I single ascending dose study that was expected to be completed in March 2011.  While the early data have not been presented, the facts that the trial continues to escalate to higher doses, that Pfizer initiated a
 
 
 
  
1 http://www.outsourcing-pharma.com/Preclinical-Research/Did-Pfizer-overpay-in-Icagen-deal 
2 http://www.pfizer.com/files/investors/presentations/jpmorgan_healthcare_011210.pdf 
3 Cox, J. et al., "An SCN9A channelopathy causes congenital inability to experience pain", Nature, Vol. 444, 14 (December 14, 2006): 894-898 
4 http://www.clinicaltrials.gov/ct2/show/NCT01259882?term=PF-05089771&rank=2
    
 
 
 
    
second phase I multiple ascending dose trial5 and that Pfizer has entered into a definitive agreement to acquire Icagen all suggest that the data thus far remain very positive.

As institutional stockholders of Icagen, we have spent considerable time analyzing the company's programs and their future potential.  While we believe that an acquisition by Pfizer makes sense, we strongly believe that for the other Icagen stockholders a higher valuation is warranted for the available assets.  New therapeutics that have the ability to provide pain relief without gastrointestinal safety concerns offer significant opportunities to large pharmaceutical companies.  Past pharmaceutical products to treat pain have demonstrated the ability to quickly ramp and maintain worldwide sales of greater than $2 billion annually.  We have used much more conservative sales estimates for each compound and have used significant adjustments for risk to discount the potential future value of those cash flows.   As a result of our analysis based on the available data, we believe the fair enterprise value of Icagen, excluding the value of its own internal phase II program in epilepsy, should be in the range of $100 to $165 million.  In contrast, under the current terms of the merger agreement, Pfizer is seeking to purchase Icagen for $56 million or $6.00 per share.  Further, the true cost to Pfizer to acquire Icagen is significantly less, potentially as little as $22 million.  This is based on our estimates of $14 million of cash on Icagen's balance sheet, $4 million in committed R&D reimbursements by Pfizer through the end of 2011, and potential payments of $16 million over the next 12 months for the achievement of regulatory and clinical milestones for the three compounds in development.

For the reasons discussed above, we strongly disagree with the Board’s approval of the merger agreement and the sale of the company to Pfizer at the current price.  We would like the opportunity to discuss with the Board the reasons for the transaction at this time, why it believes this is the best price reasonably available, and whether the unreported phase I clinical data from the PF-05089771 program should be made public as it may be material to the stockholders of the company.  We believe that the Board should have sought a greater valuation for Icagen and at the present time we do not intend to tender our shares under the current acquisition terms.  We continue to explore our options, including potentially contacting other stockholders to share our concerns.

 
Sincerely,


       
Merlin Nexus
  
New Leaf Ventures II, L.P.
  



cc:
Anthony B. Evnin, Ph.D., Director
 
P. Kay Wagoner, Ph.D., CEO
 
Richard D. Katz, M.D., CFO



5 http://www.clinicaltrials.gov/ct2/show/NCT01365637?term=PF-05089771&rank=1
 
 
 
 
EX-99.2 3 ss124578_ex9902.htm PRESS RELEASE
 
  
 

 
Icagen Stockholders Contest Proposed Acquisition Price by Pfizer in Letter to Board
 
New York, NY, July 28, 2011 – Merlin Nexus and New Leaf Venture Partners (NLV Partners), stockholders in Icagen, Inc. (Nasdaq: ICGN), disclosed today a letter submitted to the Icagen Board contesting the Company’s planned acquisition by Pfizer Inc (NYSE: PFE).  According to a July 20, 2011 press announcement, Pfizer plans to purchase the 8.3 million shares of Icagen stock it already does not own at a price of $6.00 per share, resulting in an aggregate transaction value of approximately $56 million.  Merlin Nexus and NLV Partners “believe the purchase price dramatically undervalues Icagen’s assets and is not in the best interests of all stockholders.”
 
The letter to the Icagen Board noted that “Icagen has made significant progress in advancing both its own proprietary program ICA-105665, which is expected to soon enter into a phase II clinical trial for epilepsy, and the Pfizer partnership targeting the sodium ion channels for the treatment of pain.”  The pain program is currently focused on PF-05089771, “a selective and potent Nav1.7 targeting compound developed by Icagen and the first of three compounds expected to enter the clinic over the next 12 months.”
 
The letter continued, “We believe that Nav1.7 is a uniquely interesting target in the multi-billion dollar market for pain therapies based on the inability of families from Northern Pakistan who hold mutations in the SCN9A gene (which encodes the Nav1.7 ion channel) to feel pain.  As quoted from a 2006 paper published in Nature,1 ‘The complete inability to sense pain in an otherwise healthy individual is a very rare phenotype.’
 
“Data found on the NIH website2 indicate that in late December 2010, Pfizer initiated a phase I single ascending dose study of PF-05089771 that was expected to be completed in March 2011.  While the early data have not been presented, the facts that the trial continues to escalate to higher doses, that Pfizer initiated a second phase I multiple ascending dose trial3 and that Pfizer has entered into a definitive agreement to acquire Icagen all suggest that the data thus far remain very positive.”
 
The letter concluded, “We believe that the Board should have sought a greater valuation for Icagen and at the present time, we do not intend to tender our shares under the current acquisition terms.  We continue to explore our options, including potentially contacting other stockholders to share our concerns.”
 

 
 
1 Vol 444| 14 December 2006| doi:10.1038/nature05413 
2 http://www.clinicaltrials.gov/ct2/show/NCT01259882?term=PF-05089771&rank=2 
3 http://www.clinicaltrials.gov/ct2/show/NCT01365637?term=PF-05089771&rank=1

 
 
 
 
 
About Merlin Nexus
 
Merlin Nexus, based in New York, is an investment management company focused on crossover private equity investing in the life sciences industry.  Merlin Nexus invests globally in private and public healthcare companies and manages several crossover private equity funds with capital commitments totaling $200 million.  Our investor base consists of financial institutions, funds of funds, family offices and high net worth individuals.
 
About NLV Partners
 
New Leaf Venture Partners is a leader in healthcare technology venture investing.  Our investment professionals bring a unique blend of technological, clinical, and operational experience to our investments.  We work closely with our entrepreneurs to help build successful portfolio companies.  We focus primarily on later-stage biopharmaceutical products, early-stage medical devices, and laboratory infrastructure technologies.
 
New Leaf currently manages $1.1 billion in assets.  This includes our newest fund, New Leaf Ventures II, L.P., which closed with commitments of $450 million in October 2007, New Leaf Ventures I, L.P. and the healthcare technology portfolio of the Sprout Group, one of the oldest U.S. venture capital fund groups.  For more information please visit http://www.nlvpartners.com
 

 
Contacts:
 
Burns McClellan on behalf of NLV Partners
Justin Jackson, 212-213-0006
jjackson@burnsmc.com

 
 
 
 
EX-99.3 4 ss124578_ex9903.htm JOINT FILING AGREEMENT
 
EXHIBIT 3
 
SCHEDULE 13D JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13D, dated July 29, 2011 (the “Schedule 13D”), with respect to the common stock, par value $0.001, of Icagen, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such amendment.  Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 
DATED: July 29, 2011
 
   
  MERLIN BIOMED PRIVATE EQUITY INVESTORS, LLC
  By: DOMINIQUE SÉMON, Managing Member
   
         
 
/s/ Dominique Sémon
  
         
 
 
 
MERLIN NEXUS III, L.P.
  By: MERLIN NEXUS III, LLC., General Partner
   
         
 
/s/ Dominique Sémon
  
  Name: Dominique Sémon  
  Title: Managing Member  
         
 
 
         
 
/s/ Dominique Sémon
  
  Name: Dominique Sémon