INCYTE CORP INCY

election_required = True...shares and I tender all of my shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you properly tender all of those shares at or below the Final Purchase Price before the Offer expires and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. May I tender only a portion of the shares that I hold? Yes. You do not have to tender all of the shares you own to participate in the Offer. However, if you wish to (x) receive t...

expiry = 2024-06-10...RATION​ OF UP TO $1.672 BILLION IN VALUE OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $60.00 PER SHARE NOR LESS THAN $52.00 PER SHARE ​ ​ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON MONDAY, JUNE 10, 2024 UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”) OR TERMINATED. ​ ​ Incyte Corporation, a Delaware corporation (the “Company,” “Incyte,” “we,” “our” or “us”), is offering to purchase up to $...

expiry = 2024-06-10...ORATION of UP TO $1.672 BILLION IN VALUE OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $60.00 PER SHARE NOR LESS THAN $52.00 PER SHARE ​ ​ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON MONDAY, JUNE 10, 2024, UNLESS THE OFFER IS EXTENDED. ​ ​ The Depositary for the Offer is: Computershare Trust Company, N.A. ​ By First Class, Registered or Certified Mail: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions PO Box 43011 Providence...

listed = True...challenge our determination in a court of competent jurisdiction. The Offer is not conditioned on any minimum number of shares being tendered and is not subject to a financing condition. 8. Price Range of Shares; Dividends ​ Price Range of Shares. The shares are traded on the Nasdaq under the symbol “INCY.” The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by the Nasdaq based on published financial sources. ​ ​ ​ High ​ ​ Low ​ Year Ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ First Quarter ​ ​ ​ $ 80.26 ​ ​ ​ ​ $ 65.60 ​ ​ Second Quarter ​ ​ ​ ​ 84.86 ​ ​ ​ ​...

mechanism = DUTCH...f the shares, Incyte Corporation, a Delaware corporation, is offering to purchase the shares. See Section 1. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch auction.” This procedure allows you to either elect to accept the price determined in the Offer or specify a price (in increments of $0.25) not greater than $60.00 per share nor less than $52.00 per share at which you are willing to sell your shares. We will designate a single per share price that we will pay for shares properly tendered and not...

mechanism = FIXED...and not properly withdrawn upon the terms and conditions of the Offer. All shares accepted for payment will be paid promptly after the Expiration Time, net to the seller in cash, less any applicable withholding taxes and without interest. At the maximum Final Purchase Price of $60.00 per share, the Company would purchase 27,866,667 shares if the Offer is fully subscribed, which would represent approximately 12.4% of the issued and outstanding shares as of May 9, 2023. At the minimum Final Purchase Price of $52.00 per share, the Company would purchase 32,153,846 shares if the Offer is fully subscribed, which would represent app...

must_tender_all = True...t to purchase, subject to applicable law) have been properly tendered at or below the Final Purchase Price and not properly withdrawn at or prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Time; ​ • second, from all other stockholders who properly tender shares at or below the Final Purchase Price, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied); and ​ • thir...

no_priority = True...4) may be subject to U.S. federal withholding tax at a rate of 30% on the gross proceeds paid pursuant to the Offer. See Sections 3 and 14 and the Letter of Transmittal for additional information. 6. Conditional Tender of Shares ​ Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Offer, shares tendered at or prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 14, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. The conditional tender alternative is made available for stockholders seeking to take steps to...

price = USD 60.0...s accepted for payment will be paid promptly after the Expiration Time, net to the seller in cash, less any applicable withholding taxes and without interest. At the maximum Final Purchase Price of $60.00 per share, if the Offer is fully subscribed, we would purchase 27,866,667 shares pursuant to the Offer and 5,466,666 shares pursuant to the Baker Entities Purchase for an aggregate of 33,333,333 shares, which would represent appr...

price = USD 60.0...s accepted for payment will be paid promptly after the Expiration Time, net to the seller in cash, less any applicable withholding taxes and without interest. At the maximum Final Purchase Price of $60.00 per share, the Company would purchase 27,866,667 shares if the Offer is fully subscribed, which would represent approximately 12.4% of the issued and outstanding shares as of May 9, 2023. At the minimum Final Purchase Price of $5...

priority_conflicting = True...excess of $1.672 billion (or such greater amount as we may elect to purchase, subject to applicable law) have been properly tendered at or below the Final Purchase Price and not properly withdrawn at or prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Time; ​ • second, from all other stockholders who properly tender shares at or below the Final Purchase Price, on a pro rata basis (except for stockholders who tendered shares conditionally for which...

threshold = 100...mately 17.1% of the issued and outstanding shares as of May 9, 2024. If more than $1.672 billion of the Company’s shares are properly tendered at or below the Final Purchase Price, we will purchase all shares properly tendered on a pro rata basis, except for “odd lots” ​(lots held by owners of fewer than 100 shares), which we will purchase on a priority basis, and conditional tenders whose condition was not met, which we will not purchase (except as described in Section 6). In accordance with the rules of the SEC, we also expressly reserve the right to accept additional shares in the Offer, not to exceed 2% of our outstanding shares (approximately...

threshold = 100...(See Instruction 15) ​ ​ ​ ​ To be completed ONLY if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box): ​ ​ ​ ​ ☐ is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or ​ ​ ​ ​ ​ ☐ is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the be...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 tm2413972d1_ex-a1a.htm EXHIBIT-99.(A)(1)(A) tm2413972-1_sctoi_DIV_10-exa1a - none - 5.8594074s TABLE OF CONTENTS Exhibit (a)(1)(A)​ OFFER TO PURCHASE FOR CASH BY INCYTE CORPORATION​ OF UP TO $1.672 BILLION IN VALUE OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $60.00 PER SHARE NOR LESS THAN $52.00 PER SHARE ​ ​ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON MONDAY, JUNE 10, 2024 UNLESS THE OFFER...

txn_type = TENDER_OFFEREX-99.(A)(1)(B) 2 tm2413972d11_ex-a1b.htm EXHIBIT-99.(A)(1)(B) tm2413972-11_sctoia_DIV_11-exa1b - none - 2.5156063s ​ Exhibit (a)(1)(B)​ LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK PURSUANT TO THE OFFER TO PURCHASE DATED MAY 13, 2024 by INCYTE CORPORATION of UP TO $1.672 BILLION IN VALUE OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $60.00 PER SHARE NOR LESS THAN $52.00 PER SHARE ​ ​ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON MONDAY, JUNE 10, 2024, UNLESS...

txn_type = TENDER_OFFER...ts common stock, $.001 par value, at a price not greater than $60.00 per share nor less than $52.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 2024 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which were previously filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO. The purpose of this Amendment is to amend and supplement the Schedule TO and the Offer to Purchase. Only those i...