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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/11/23 Alfasigma S.p.A. SC TO-T 16:3.6M Intercept Pharmaceuticals, Inc. Toppan Merrill/FA Interstellar Acquisition Inc. |
Document/Exhibit Description Pages Size 1: SC TO-T Tender-Offer Statement by a Third Party HTML 59K 16: EX-FILING FEES Filing Fees HTML 19K 2: EX-99.(A)(1)(I) Miscellaneous Exhibit HTML 646K 3: EX-99.(A)(1)(II) Miscellaneous Exhibit HTML 123K 4: EX-99.(A)(1)(III) Miscellaneous Exhibit HTML 21K 5: EX-99.(A)(1)(IV) Miscellaneous Exhibit HTML 20K 6: EX-99.(A)(1)(V) Miscellaneous Exhibit HTML 34K 7: EX-99.(A)(1)(VI) Miscellaneous Exhibit HTML 34K 8: EX-99.(A)(5)(III) Miscellaneous Exhibit HTML 19K 9: EX-99.(B)(1) Miscellaneous Exhibit HTML 185K 10: EX-99.(B)(2) Miscellaneous Exhibit HTML 237K 11: EX-99.(B)(3) Miscellaneous Exhibit HTML 508K 12: EX-99.(B)(4) Miscellaneous Exhibit HTML 458K 13: EX-99.(B)(5) Miscellaneous Exhibit HTML 660K 14: EX-99.(B)(6) Miscellaneous Exhibit HTML 469K 15: EX-99.(D)(2) Miscellaneous Exhibit HTML 48K
Exhibit 107
Calculation of Filing Fee Tables
SC TO-T
(Form Type)
INTERCEPT PHARMACEUTICALS, INC.
(Name of Subject Company (Issuer))
INTERSTELLAR ACQUISITION INC.
a wholly owned subsidiary of
ALFASIGMA S.P.A.
(Name of Filing Persons (Offerors))
Table 1: Transaction Valuation
Transaction |
Fee |
Amount
of | ||||
| Fees to Be Paid | $972,215,432 (1) | $0.0001476 | $143,499 (2) | |||
| Fees Previously Paid | ||||||
| Total Transaction Valuation | $972,215,432 (1) | |||||
| Total Fees Due for Filing | $143,499 (2) | |||||
| Total Fees Previously Paid | ||||||
| Total Fee Offsets | ||||||
| Net Fee Due | $143,499 | |||||
| (1) | Estimated solely for purposes of calculating the amount of the filing fee. Calculated by adding (a) 41,814,336 outstanding shares of Intercept Pharmaceuticals, Inc. (the “Company”) common stock, par value $.001 per share (collectively “Shares”), multiplied by $19.00, the offer price per Share (the “Offer Price”), plus (b) 1,344,737 Shares issuable upon the exercise of outstanding options with an exercise price less than the Offer Price, multiplied by $3.19, which is the Offer Price minus the weighted average exercise price for such options of $15.81 per Share, plus (c) 703,350 Shares subject to restricted stock units subject to performance vesting conditions granted pursuant to Company equity plans (“Company PSUs”) multiplied by the Offer Price, plus (d) 2,009,945 Shares subject to restricted stock units granted pursuant to Company equity plans, other than Company PSUs (“Company RSUs”), multiplied by the Offer Price and plus (e) 6,415,828 Shares subject to issuance pursuant to outstanding convertible notes, to the extent converted in accordance with their terms, multiplied by the Offer Price. The foregoing share figures have been provided by the issuer to the offerors and are as of September 25, 2023, the most recent practicable date. |
| (2) | Calculated at $147.60 per $1,000,000.00 of the Transaction Valuation in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2024. |
| This ‘SC TO-T’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/11/23 | |||
| 9/25/23 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/10/23 Alfasigma S.p.A. SC TO-C 2:28K Intercept Pharmaceuticals, Inc. Toppan Merrill/FA 9/26/23 Alfasigma S.p.A. SC TO-C 2:64K Intercept Pharmaceuticals, Inc. Donnelley … Solutions/FA 9/26/23 Intercept Pharmaceuticals, Inc. 8-K:1,8,9 9/26/23 12:986K Toppan Merrill/FA |