This Schedule 14D-9 filing consists of the following
communications related to the proposed acquisition of Dermira, Inc., a Delaware corporation (the Company), by Eli Lilly and Company, an Indiana corporation (Lilly) and Bald Eagle Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of Lilly (Purchaser), pursuant to the terms of the Agreement and Plan of Merger dated January 10, 2020, by and among the Company, Purchaser and Lilly (the Merger
Memorandum to Employees, dated January 10, 2020 (Exhibit 99.1)
Employee FAQ, dated January 10, 2020 (Exhibit 99.2)
Forms of Email to Thought Leaders; Patient Advocacy Groups; CROs, Lab Vendors, Pharm Sci Partners; and Investors,
each dated January 10, 2020 (Exhibit 99.3)
Additional Information and Where to Find It
The tender offer for the outstanding shares of common stock of Dermira has not yet commenced. This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell shares of Dermira common stock, nor is it a substitute for the tender offer materials that Lilly and its acquisition subsidiary will file with the SEC upon commencement of the
tender offer. At the time the tender offer is commenced, Lilly will file a tender offer statement on Schedule TO with the SEC, and thereafter Dermira will file a solicitation/recommendation statement on Schedule
14D-9 with respect to the offer.
THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY DERMIRAS STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
Both the tender offer statement and the solicitation/recommendation statement will be mailed to Dermiras stockholders free of charge.
A free copy of the tender offer statement and the solicitation/recommendation statement will also be made available to all stockholders of Dermira by contacting investor relations at firstname.lastname@example.org or by phone at (650) 421-7200. In addition, the tender offer statement, the related letter of transmittal and certain other tender offer documents and the solicitation/recommendation statement (and all other documents filed with the
SEC) will be available for free at www.sec.gov, upon filing with the SEC. In addition to these documents, Dermira files annual, quarterly and current reports and other information with the SEC, which are also available for free at www.sec.gov. In
addition, the solicitation/recommendation statement and the other documents filed by Dermira with the SEC are available to all stockholders of Dermira for free at
DERMIRAS STOCKHOLDERS ARE ADVISED TO READ
THE SCHEDULE TO AND THE SCHEDULE 14D-9 CAREFULLY, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY
DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO, AS WELL AS IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF DERMIRA COMMON STOCK SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
Cautionary Notice Regarding Forward-Looking Statements
This communication contains forward-looking statements relating to the acquisition of Dermira by Lilly. Such forward-looking statements include,
but are not limited to, the ability of Dermira and Lilly to complete the transactions contemplated by the merger agreement, including the parties ability to satisfy the conditions to the consummation of the offer contemplated thereby and the
other conditions set forth in the merger agreement, statements about the expected timetable for completing the transaction, Dermiras beliefs and expectations and statements about the benefits sought to be achieved in Lillys proposed
acquisition of Dermira, the potential effects of the acquisition on both Lilly and Dermira, statements regarding employee compensation and benefits, and plans and expectations regarding changes to Dermiras existing programs, portfolio,
operations, partnerships and organizational structure. In some cases, forward-looking statements may be identified by terminology such as believe, may, will, should, predict,
goal, strategy, potentially, estimate, continue, anticipate, intend, could, would, project, plan, expect,
seek and similar expressions and variations thereof. These words are intended to identify forward-looking statements.