Johnson & Johnson has announced a definitive agreement to acquire Intra-Cellular Therapies, Inc, a biopharmaceutical company specializing in central nervous system (CNS) disorders, for $132.00 per share in cash, valuing the deal at approximately $14.6 billion. The acquisition significantly strengthens Johnson & Johnson's neuroscience portfolio, adding a key treatment for bipolar disorder and schizophrenia, and a promising candidate for major depressive disorder (MDD).

The centerpiece of the acquisition is CAPLYTA (lumateperone), a medication already approved by the U.S. FDA for the treatment of schizophrenia in adults and as both an adjunctive and monotherapy for bipolar I and II depression.

CAPLYTA is a daily oral medication already approved for treating schizophrenia in adults and for managing depressive episodes related to bipolar I or II disorder (bipolar depression), both on its own and in combination with lithium or valproate.

“Building on our nearly 70-year legacy in neuroscience, this unique opportunity to add 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 Officer, Johnson & Johnson. He emphasized the acquisition as a strategic catalyst for both near- and long-term growth for the company.

Intra-Cellular Therapies recently submitted a supplemental new drug application (sNDA) to the FDA for CAPLYTA as an adjunctive treatment for adults with MDD. Positive results from two Phase 3 studies demonstrated statistically significant and clinically meaningful improvements in depressive symptoms when CAPLYTA was used alongside antidepressants. If approved, CAPLYTA has the potential to become a standard of care for the most common depressive disorders, marking the first new treatment approved for MDD and depressive symptoms associated with bipolar disorder in over 15 years.

This potential approval is particularly significant considering the prevalence of mental health disorders. Globally, more than one billion people are estimated to live with a neuropsychiatric or neurodegenerative disorder. In the United States alone, millions of adults are affected by conditions such as schizophrenia, bipolar disorder, major depressive disorder, generalized anxiety disorder (GAD), and Alzheimer’s disease.

The transaction is expected to close later this year, subject to regulatory approvals, approval by Intra-Cellular Therapies’ stockholders, and other customary closing conditions. Following the completion of the acquisition, Intra-Cellular Therapies’ common stock will be delisted from the Nasdaq Global Select Market.

Johnson & Johnson plans to fund the acquisition through a combination of cash on hand and debt, while maintaining its commitment to R&D investment, dividends, value-creating acquisitions, and strategic share repurchases.