INDIANAPOLIS, Nov. 24 /PRNewswire-FirstCall/ -- Eli Lilly and Company
(NYSE: LLY) today announced that it has completed its acquisition of ImClone
Systems Incorporated. ImClone Systems is now a wholly-owned subsidiary of
Lilly.
"We are excited about the successful completion of the ImClone
transaction, which will broaden Lilly's portfolio of marketed cancer therapies
and boost Lilly's oncology pipeline with up to three promising targeted
therapies in Phase III in 2009," said John Lechleiter, Ph.D., Lilly president
and chief executive officer. "The acquisition also adds late-stage assets,
early- and mid-stage prospects, and the opportunity to generate additional
value from ERBITUX(R), a blockbuster targeted cancer therapy. We look forward
to combining our talented teams and working together to improve outcomes for
individual patients and building value for Lilly shareholders."
ImClone's chief executive officer, John Johnson, will retain his current
position at ImClone after the acquisition and will report directly to
Lechleiter. "I look forward to continuing to lead ImClone's dedicated
employees in their efforts to discover and develop promising oncology
therapies," commented Johnson. "We are excited with the potential to further
accelerate our proprietary pipeline of novel antibodies by leveraging Lilly's
global capabilities to bring these compounds to cancer patients around the
world."
As previously announced, Lilly and ImClone entered into a merger agreement
on October 6, 2008 pursuant to which Alaska Acquisition Corporation, a wholly-
owned subsidiary of Lilly, commenced a tender offer to purchase all of
ImClone's outstanding shares for $70.00 per share in cash. On November 21,
2008, Lilly successfully completed a cash tender offer for all outstanding
shares of ImClone. As a result of the cash tender offer, Lilly, through Alaska
Acquisition, acquired 85,401,945 shares (including 5,175,275 shares that were
tendered pursuant to guaranteed delivery procedures), representing 95.5
percent, of ImClone's issued and outstanding shares. The merger was completed
on November 24, 2008, when Alaska Acquisition was merged with and into
ImClone.
As a result of the merger, all outstanding shares of ImClone common stock
not purchased by Lilly in the tender offer were converted into the right to
receive $70.00 per share in cash. Wells Fargo Bank, N.A., the paying agent for
the merger, will mail instructions on how to surrender share certificates for
the merger consideration to shareholders who did not tender their shares. As
a result of the merger, ImClone shares will be delisted from the NASDAQ.
Lilly will take a one-time charge to earnings in the fourth quarter of
2008 for acquired in-process research and development associated with the
merger. The amount of that charge has not yet been determined, but will be
disclosed when available.
About Eli Lilly and Company
Lilly, a leading innovation-driven corporation, is developing a growing
portfolio of first-in-class and best-in-class pharmaceutical products by
applying the latest research from its own worldwide laboratories and from
collaborations with eminent scientific organizations. Headquartered in
Indianapolis, Ind., Lilly provides answers - through medicines and information
- for some of the world's most urgent medical needs. Additional information
about Lilly is available at www.lilly.com. C-LLY
This press release contains forward-looking statements that are based on
management's current expectations, but actual results may differ materially
due to various factors. The company cannot guarantee that it will realize
anticipated operational efficiencies following the merger with ImClone .The
current credit market may increase the cost of financing the ImClone
transaction. There are significant risks and uncertainties in pharmaceutical
research and development. There can be no guarantees with respect to pipeline
products that the products will receive the necessary clinical and
manufacturing regulatory approvals or that they will prove to be commercially
successful. The company's results may also be affected by such factors as
competitive developments affecting current products; rate of sales growth of
recently launched products; the timing of anticipated regulatory approvals and
launches of new products; regulatory actions regarding currently marketed
products; other regulatory developments and government investigations; patent
disputes and other litigation involving current and future products; the
impact of governmental actions regarding pricing, importation, and
reimbursement for pharmaceuticals; changes in tax law; asset impairments and
restructuring charges; acquisitions and business development transactions; and
the impact of exchange rates. For additional information about the factors
that affect the company's business, please see the company's latest Form 10-Q
filed November 2008. The company undertakes no duty to update forward-looking
statements.
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SOURCE Eli Lilly and Company
