This Amendment No. 2 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the Schedule 14D-9) filed by POINT Biopharma
Global Inc., a Delaware corporation (POINT) with the Securities and Exchange Commission on October 13, 2023, relating to the tender offer by Yosemite Falls Acquisition Corporation, a Delaware corporation (Purchaser) and
a wholly owned subsidiary of Eli Lilly and Company, an Indiana corporation (Lilly), to purchase all of the issued and outstanding shares of common stock of POINT, par value $0.0001 per share (the Shares) at a purchase price
of $12.50 per Share, net to the stockholder in cash, without interest, and less any applicable tax withholding, on the terms and subject to the conditions set forth in the Offer to Purchase, dated as of October 13, 2023 (as may be amended or
supplemented from time to time) and the related Letter of Transmittal (as may be amended or supplemented from time to time), and pursuant to the Agreement and Plan of Merger, dated as of October 2, 2023, by and among Lilly, Purchaser and POINT.
Explanatory Note:
As previously disclosed on
October 27, 2023, in connection with the Offer and Merger Agreement, three complaints have been filed as individual actions in the United States District Courts. Certain demand letters have also been sent to POINT by purported stockholders making
similar allegations. Separately, POINT has received a letter from a purported stockholder seeking, pursuant to Delaware law, to inspect POINTs books and records in connection with the Transactions. POINT believes that the allegations in such
complaints and demand letters are without merit. This supplemental information should be read in conjunction with the Schedule 14D-9 in its entirety. POINT believes that no supplemental disclosure is required
under applicable laws and that the Schedule 14D-9 disclosed all material information required to be disclosed therein. However, to avoid the risk that lawsuits may delay or otherwise adversely affect the
Transactions and to minimize the expense of defending such actions, POINT wishes to make voluntarily certain supplemental disclosures related to the Transactions for the purposes of mooting the allegations in any complaints related to the
Transactions, all of which are set forth below and should be read in conjunction with this Schedule 14D-9. Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or
materiality under applicable laws of any of the disclosures set forth herein.
Except to the extent specifically provided in this Amendment, the
information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. This Amendment No. 2 is being filed to reflect certain updates as set forth below.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Item 3 of the Schedule 14D-9 is hereby amended and supplemented as follows:
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By adding the bold and underlined text to the below paragraph under the subsection titled Executive
Officer and Director Arrangements Following the Merger on page 14 as follows: |
As of the date of the Merger Agreement and
as of the date of this Schedule 14D-9, none of POINTs current directors or executive officers have entered into, or committed to enter into, any arrangements or other understandings with
Lilly, Purchaser or their respective affiliates regarding continued service with the Surviving Corporation or any of its subsidiaries from and after the Effective Time. In addition, no discussions or negotiations have occurred between
POINTs current directors or executive officers, on the one hand, and representatives of Lilly, Purchaser or their respective affiliates on the other hand, regarding offers of future employment following completion of the Transactions.
It is possible that Lilly, Purchaser or their respective affiliates may enter into employment or other arrangements with POINTs management in the future.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4
of the Schedule 14D-9 is hereby amended and supplemented as follows:
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By adding the bold and underlined text to the below paragraph under the subsection titled Cautionary
Note About the Projections within the section titled Certain Unaudited Prospective Financial Information of POINT to the third full paragraph on page 36 as follows: |
The Projections were not prepared with a view toward compliance with published SEC guidelines, the guidelines established by the American Institute of
Certified Public Accountants for preparation and presentation of financial forecasts, or U.S. generally accepted accounting principles (GAAP). Non-GAAP financial measures should not be
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