INDIANAPOLIS and CAMBRIDGE, Massachusetts, January 18, 2017 /PRNewswire/ --
$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. (NASD: 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
Refer to: 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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