UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONShare Purchase Agreement • March 10th, 2017 • Incyte Corp • Services-commercial physical & biological research
Contract Type FiledMarch 10th, 2017 Company IndustryOn June 1, 2016, pursuant to the Share Purchase Agreement (the “Share Purchase Agreement”) dated as of May 9, 2016, among Incyte Corporation (“Incyte,” “we,” “our” or the “Company”), as guarantor, Incyte Europe S.à.r.l. (“Incyte Europe”), a wholly-owned subsidiary of Incyte, as purchaser, ARIAD Pharmaceuticals (Cayman) L.P., as seller, and ARIAD Pharmaceuticals, Inc. (“ARIAD”), as guarantor, Incyte Europe completed the previously announced acquisition (the “Acquisition”) of all of the outstanding shares of ARIAD Pharmaceuticals (Luxembourg) S.à.r.l. (“ARIAD Europe”), the parent company of ARIAD’s European subsidiaries responsible for the development and commercialization of ICLUSIG® (ponatinib) in the European Union and other countries, including Switzerland, Norway, Turkey, Israel and Russia (the “Territory”). At the closing of the Acquisition, Incyte Europe paid an upfront payment of $147.5 million, including customary working capital adjustments (the “Upfront Payment”). ARIAD is eli