Item 1. Security and Issuer
This statement relates to the Common Stock, (options exercisable within 60 days), par value $0.001 per share (the Shares), issued by Dermira, Inc.
(the Issuer). The principal executive offices of the Issuer are located at 275 Middlefield Road, Suite 150, Menlo Park, CA 94025.
Item 2. Identity and Background
This statement is
being filed pursuant to Rule 13d-1 under the Exchange Act, by Eli Lilly and Company, an Indiana corporation (Lilly), and Bald Eagle Acquisition Corporation, a Delaware corporation and a direct or
indirect wholly-owned subsidiary of Lilly (Merger Sub and, together with Lilly, the Reporting Persons). The address of the principal business and the principal office of each of the Reporting Persons is Lilly Corporate
Center, Indianapolis, Indiana 46285. The principal business of Lilly is discovering, developing, manufacturing, and selling pharmaceutical products.
The
name, business address, present principal occupation or employment and citizenship of each director and executive officer (including a director and officer who may be a controlling person) of the Reporting Persons is set forth on Schedule A.
During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached
hereto have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The total amount of funds required by the Reporting Persons to consummate the Offer (as defined below) and purchase all of the outstanding Shares in the Offer
and provide funding in connection with the Merger (as defined below) is approximately $1.1 billion, plus related fees and expenses. The Reporting Persons expect to fund these payments out of cash on hand and borrowings at prevailing effective
rates under Lillys commercial paper program.
The information set forth or incorporated by reference in Item 4 is incorporated by reference in this
Item 3.
Item 4. Purpose of Transaction
This
statement is being filed in connection with the Merger Agreement (defined below) and the Tender and Support Agreement (defined below).
On
January 10, 2020, Lilly, the Issuer and Merger Sub entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which Lilly has agreed to cause Merger Sub to commence a cash tender offer (the Offer) to
purchase all of the Shares, at a price of $18.75 per share (the Offer Price), net to the seller in cash, without interest, and subject to withholding taxes.. The obligations of Merger Sub to, and of Lilly to cause Merger Sub to, accept
for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer is subject to various conditions set forth in the Merger Agreement, including (i) a majority of shares of the Issuer common stock then
outstanding being tendered in the Offer, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the accuracy of the Issuers representations and
warranties contained in the Merger Agreement (except, generally, for any inaccuracies that have
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