$960 million deal will enhance Lilly’s existing
pain management portfolio for migraine; adds potential near-term
launch to its late-stage pipeline
Eli Lilly and Company (NYSE:LLY) and CoLucid Pharmaceuticals, Inc.
(Nasdaq:CLCD) today announced an agreement for Lilly to acquire
CoLucid for $46.50 per share or approximately $960 million. This
all-cash transaction will enhance Lilly’s existing portfolio in
pain management for migraine, while adding a potential near-term
launch to its late-stage pipeline.
CoLucid Pharmaceuticals is a public
biopharmaceutical company developing an oral 5-HT1F agonist
(lasmiditan) for the acute treatment of migraine. CoLucid has
completed the first of two pivotal Phase 3 trials. A data read-out
for the second Phase 3 trial, SPARTAN, is expected in the second
half of 2017. If this trial is positive, submission of lasmiditan
for U.S. regulatory approval could occur in 2018.
More than 36 million people suffer from migraine in the United
States alone. Lasmiditan, if approved, would be a first-in-class
therapy to treat migraine through a novel mechanism of action
without vasoconstriction. This could be desirable in migraine
patients who have, or are at risk for, cardiovascular disease, as
well as those who are dissatisfied with their current
therapies.
Lasmiditan is an important addition to Lilly’s
emerging pain management pipeline, which includes galcanezumab, a
potential medicine in Phase 3 clinical development for the
prevention of migraine and cluster headache. In addition, tanezumab
is being studied, in collaboration with Pfizer, for the treatment
of multiple pain indications, including osteoarthritis, lower back
and cancer pain.
“Lasmiditan is a novel, first-in-class molecule that could
represent the first significant innovation for the acute treatment
of migraine in more than 20 years, and CoLucid has made significant
progress in advancing this potential medicine,” said David A.
Ricks, Lilly’s president and chief executive officer. “This
innovation, along with galcanezumab, could offer important options
for the millions of patients suffering from migraine.”
Lasmiditan was originally discovered at Lilly and was
out-licensed to CoLucid in 2005. Over the past 12 years, CoLucid
has taken important steps to decrease the risk related to
development and commercialization of lasmiditan as evident by the
first positive Phase 3 trial. At the time lasmiditan was
out-licensed, pain management was not a strategic area of focus for
Lilly. Lilly has since reorganized its research and development
efforts to focus on migraine as part of its emerging therapeutic
area of pain.
“We are excited that lasmiditan will be back at Lilly, where it
was originally discovered, for the conclusion of Phase 3
development and potential commercialization,” said Thomas P.
Mathers, CoLucid’s chief executive officer. “We are proud of the
work that CoLucid has done to develop lasmiditan, and we believe
Lilly’s expertise in pain and commitment to innovation are a
natural fit to potentially bring this medicine to patients.”
Under the terms of the agreement, Lilly will acquire all shares
of CoLucid Pharmaceuticals for a purchase price of $46.50 per share
or approximately $960 million. The transaction is expected to close
by the end of the first quarter of 2017, subject to clearance under
the Hart-Scott-Rodino Antitrust Improvements Act and other
customary closing conditions.
While the financial charge will not be finalized until after
completion of the acquisition, Lilly is expecting to recognize a
financial charge of approximately $850 million (no tax benefit), or
approximately $0.80 per share, as an acquired in-process research
and development charge to earnings in the first quarter of 2017.
The company’s reported earnings per share guidance in 2017 is
expected to be reduced by the amount of the charge. There will be
no change to the company’s non-GAAP earnings per share guidance as
a result of this transaction.
Goldman, Sachs & Co. is acting as the exclusive financial
advisor, and Weil, Gotshal & Manges LLP is acting as legal
advisor to Lilly in this transaction. MTS Health Partners is acting
as the exclusive financial advisor, and Faegre Baker Daniels LLP is
acting as legal advisor to CoLucid.
About Eli Lilly and Company Lilly is a
global healthcare leader that unites caring with discovery to make
life better for people around the world. We were founded more than
a century ago by a man committed to creating high-quality medicines
that meet real needs, and today we remain true to that mission in
all our work. Across the globe, Lilly employees work to discover
and bring life-changing medicines to those who need them, improve
the understanding and management of disease, and give back to
communities through philanthropy and volunteerism. To learn more
about Lilly, please visit us at www.lilly.com and
www.lilly.com/newsroom/social-channels.
About CoLucid Pharmaceuticals, Inc.
CoLucid was founded in 2005 and is developing lasmiditan oral
tablets for the acute treatment of migraine headaches in adults and
intravenous lasmiditan for the acute treatment of headache pain
associated with migraine in adults in emergency room and other
urgent care settings.
This press release contains forward-looking statements (as that
term is defined in the Private Securities Litigation Reform Act of
1995) about the benefits of Lilly’s acquisition of CoLucid
Pharmaceuticals. It reflects Lilly’s current beliefs; however, as
with any such undertaking, there are substantial risks and
uncertainties in implementing the transaction and in drug
development. Among other things, there can be no guarantee that
Lilly will realize the expected benefits of the transaction, that
the molecules will be approved on the anticipated timeline or at
all, or that the potential products will be commercially
successful. For further discussion of these and other risks and
uncertainties, see Lilly’s most recent Form 10-K and Form 10-Q
filings with the United States Securities and Exchange Commission.
Except as required by law, Lilly undertakes no duty to update
forward-looking statements to reflect events after the date of this
release.
Additional Information about the Acquisition and Where
to Find It
The tender offer for the outstanding shares of CoLucid
Pharmaceuticals, Inc. (“CoLucid”) referenced in this communication
has not yet commenced. This announcement is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of CoLucid, nor is it a
substitute for the tender offer materials that Lilly and its
acquisition subsidiary will file with the U.S. Securities and
Exchange Commission (the “SEC”) upon commencement of the tender
offer. At the time the tender offer is commenced, Lilly and its
acquisition subsidiary will file tender offer materials on Schedule
TO, and CoLucid will file a Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC with respect to the tender offer.
The tender offer materials (including an Offer to Purchase, a
related Letter of Transmittal and certain other tender offer
documents) and the Solicitation/Recommendation Statement will
contain important information. Holders of shares of CoLucid are
urged to read these documents when they become available because
they will contain important information that holders of CoLucid
securities should consider before making any decision regarding
tendering their securities. The Offer to Purchase, the related
Letter of Transmittal and certain other tender offer documents, as
well as the Solicitation/Recommendation Statement, will be made
available to all holders of shares of CoLucid at no expense to
them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for
free at the SEC’s web site at www.sec.gov.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, Lilly and CoLucid file
annual, quarterly and special reports and other information with
the SEC. You may read and copy any reports or other
information filed by Lilly or CoLucid at the SEC public reference
room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
Commission at 1-800-SEC-0330 for further information on the public
reference room. Lilly’s and CoLucid’s filings with the SEC
are also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at
http://www.sec.gov.
C-LLY
Lauren Zierke; lauren_zierke@lilly.com; (317) 277-6524 (Media)
Phil Johnson; johnson_philip_l@lilly.com; (317) 655-6874 (Investors)
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