Lilly Commences Cash Tender Offer for ImClone Systems at $70 Per Share
SummaryLilly Commences Cash Tender Offer for ImClone Systems at $70 Per Share
Eli Lilly and Company (NYSE: LLY) announced today that its wholly-owned subsidiary, Alaska Acquisition Corporation, has commenced its tender offer for all outstanding shares of ImClone Systems Incorporated (Nasdaq: IMCL) at a price of $70.00 net per share in cash. Lilly and ImClone previously announced that they had reached a definitive merger agreement for Lilly to acquire ImClone.
The Board of Directors of ImClone has unanimously determined that the offer and the merger are fair to, and in the best interests of, ImClone and its shareholders; approved and declared advisable the merger agreement and the transactions contemplated thereby, including the offer; and recommended that holders of shares of ImClone common stock accept the offer and tender their shares in the offer.
There is no financing condition to the tender offer. The tender offer is subject to certain conditions set forth in the Offer to Purchase referenced below, including a minimum share tender condition, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other governmental approvals.
Unless the tender offer is extended, the tender offer and any withdrawal rights to which ImClone's shareholders may be entitled will expire at 12:00 midnight, EST, on Thursday, November 20, 2008. Following the acceptance for payment of shares in the tender offer and completion of the transactions contemplated in the merger agreement, ImClone will become a wholly-owned subsidiary of Lilly.
The complete terms and conditions of the tender offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials which Lilly and Alaska Acquisition Corporation will file with the SEC on October 14, 2008. In addition, on October 14, 2008, ImClone will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the tender offer. Copies of the Offer to Purchase, Letter of Transmittal and other related materials, including the Solicitation/Recommendation Statement, are available free of charge from Georgeson, Inc., the information agent for the tender offer at (800) 262-1918 (toll free). Wells Fargo Bank N.A. is acting as depositary for the tender offer. The dealer manager for the offer is UBS Securities LLC.