This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this
Schedule TO) is filed by Bowfin Acquisition Corporation, a Delaware corporation (Purchaser) and a wholly-owned subsidiary of Eli Lilly and Company, an Indiana corporation (Lilly). This Schedule TO relates to the
offer by Purchaser to purchase all of the outstanding shares of common stock, par value, $0.0001 per share (the Shares), of Loxo Oncology, Inc., a Delaware corporation (Loxo Oncology), at a purchase price of $235.00 per Share
(the Offer Price), net to the seller 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 and in the related Letter of Transmittal, copies of
which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All information contained in the Offer to Purchase (including Schedule I to
the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.
The Agreement and Plan of Merger, dated January 5, 2019 (as it may be amended from time to time, the Merger Agreement), by and among Loxo
Oncology, Lilly and Purchaser, a copy of which is attached as Exhibit (d)(1) hereto, and the Tender and Support Agreement, dated January 5, 2019 (as it may be amended from time to time, the Tender and Support Agreement), by and
among Lilly, Purchaser and Aisling Capital III, LP, a copy of which is attached as Exhibit (d)(2) hereto, are incorporated herein by reference with respect to Items 4, 5, 6 and 11 of this Schedule TO.
Item 1. Summary Term Sheet.
The information
set forth in the Summary Term Sheet of the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company
Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Loxo Oncology Oncology,
Inc., a Delaware corporation. Loxo Oncologys principal executive offices are located at 281 Tresser Blvd., Floor 9, Stamford, CT 06901. Loxo Oncologys telephone number is
203-653-3880.
(b) This Schedule TO relates to the outstanding Shares.
Loxo Oncology has advised Purchaser and Lilly that, as of January 17, 2019 (the most recent practicable date), 30,787,728 Shares were issued and outstanding.
(c) The information set forth in Section 6 (entitled Price Range of Shares; Dividends on the Shares) of the Offer to Purchase is incorporated
herein by reference.
Item 3. Identity and Background of the Filing Person.
(a) (c) This Schedule TO is filed by Purchaser and Lilly. The information set forth in Section 8 (entitled Certain Information Concerning
Lilly and Purchaser) of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4. Terms
of the Transaction.
(a)(1)(i) (viii), (xii), (a)(2)(i) (iv), (vii) The information set forth in the following sections of the Offer
to Purchase is incorporated herein by reference:
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the Summary Term Sheet
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Section 1 Terms of the Offer
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Section 2 Acceptance for Payment and Payment for Shares
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