INDIANAPOLIS and STAMFORD, Conn., Feb. 1, 2019
/PRNewswire/ -- Eli Lilly and Company (NYSE: LLY) ("Lilly")
and Loxo Oncology, Inc. (NASDAQ: LOXO) ("Loxo Oncology") today
announced the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"), in connection with Lilly's previously-announced
tender offer to acquire all outstanding shares of Loxo Oncology for
a purchase price of $235.00 per share
in cash (the "Offer Price"), or approximately $8.0 billion.
Lilly's wholly-owned subsidiary, Bowfin Acquisition Corporation,
commenced the tender offer on January 17,
2019 and the tender offer is scheduled to expire one minute
after 11:59 P.M., Eastern time, on
February 14, 2019. The transaction is
not subject to any financing condition and is expected to close by
the end of the first quarter of 2019, subject to customary closing
conditions, including the tender of a majority of the outstanding
shares of Loxo Oncology's common stock. The expiration of the
waiting period under the HSR Act satisfies one of the conditions to
the closing of the transaction. Following the successful completion
of the tender offer, Lilly will acquire any shares of Loxo Oncology
that are not tendered into the tender offer through a second-step
merger at the Offer Price.
About Eli Lilly and Company
Lilly is a global healthcare leader that unites caring with
discovery to create medicines that 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. C-LLY
About Loxo Oncology
Loxo Oncology is a biopharmaceutical company focused on the
development and commercialization of highly selective medicines for
patients with genomically defined cancers. Our pipeline focuses on
cancers that are uniquely dependent on single gene abnormalities,
such that a single drug has the potential to treat the cancer with
dramatic effect. We believe that the most selective, purpose-built
medicines have the highest probability of maximally inhibiting the
intended target, with the intention of delivering best-in-class
disease control and safety. Our management team seeks out
experienced industry partners, world-class scientific advisors and
innovative clinical-regulatory approaches to deliver new cancer
therapies to patients as quickly and efficiently as possible. For
more information, please visit the company's website at
http://www.loxooncology.com.
Lilly Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements about
Lilly's acquisition of Loxo Oncology, Inc. ("Loxo Oncology"). It
reflects Lilly's current beliefs; however, as with any such
undertaking, there are substantial risks and uncertainties in
implementing the transaction. Among other things, there can be no
guarantee that the transaction will be completed in the anticipated
timeframe, or at all, or that the conditions required to complete
the transaction will be met, or that Lilly will realize the
expected benefits of the transaction. 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 (the "SEC").
Loxo Oncology Cautionary Statement Regarding
Forward-Looking Statements
This press release contains "forward-looking statements"
relating to the acquisition of Loxo Oncology by Lilly. Such
forward-looking statements include the ability of Loxo Oncology 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 and the other conditions set forth
in the merger agreement and the possibility of any termination of
the merger agreement. Such forward-looking statements are based
upon current expectations that involve risks, changes in
circumstances, assumptions and uncertainties. Actual results may
differ materially from current expectations because of risks
associated with uncertainties as to the timing of the offer and the
subsequent merger; uncertainties as to how many of Loxo Oncology's
stockholders will tender their shares in the offer; the risk that
competing offers or acquisition proposals will be made; the
possibility that various conditions to the consummation of the
offer or the merger may not be satisfied or waived; the effects of
disruption from the transactions contemplated by the merger
agreement on Loxo Oncology's business and the fact that the
announcement and pendency of the transactions may make it more
difficult to establish or maintain relationships with employees,
suppliers and other business partners; the risk that stockholder
litigation in connection with the offer or the merger may result in
significant costs of defense, indemnification and liability; other
uncertainties pertaining to the business of Loxo Oncology,
including those set forth in the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" sections of Loxo Oncology's Annual Report on Form 10-K
for the year ended December 31, 2017,
which is on file with the SEC and available on the SEC's website at
www.sec.gov. Additional factors may be set forth in those sections
of Loxo Oncology's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2018, filed with
the SEC in the fourth quarter of 2018. In addition to the risks
described above and in Loxo Oncology's other filings with the SEC,
other unknown or unpredictable factors could also affect Loxo
Oncology's results. No forward-looking statements can be guaranteed
and actual results may differ materially from such statements. The
information contained in this press release is provided only as of
the date of this report, and Loxo Oncology undertakes no obligation
to update any forward-looking statements either contained in or
incorporated by reference into this report on account of new
information, future events, or otherwise, except as required by
law.
Additional Information about the Acquisition and Where to
Find It
This announcement is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Loxo Oncology, nor is it a substitute for the tender
offer materials that Lilly and its acquisition subsidiary filed
with the SEC upon commencement of the tender offer on January 17, 2019. At the time the tender offer
was commenced, Lilly and its acquisition subsidiary filed tender
offer materials on Schedule TO, and Loxo Oncology filed 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 CONTAIN IMPORTANT
INFORMATION. HOLDERS OF SHARES OF LOXO ONCOLOGY ARE URGED TO READ
THESE DOCUMENTS CAREFULLY (AS EACH MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF LOXO ONCOLOGY 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, are available to all holders of shares of Loxo Oncology
at no expense to them. The tender offer materials and the
Solicitation/Recommendation Statement are 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 Loxo Oncology 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 Loxo Oncology 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 Loxo
Oncology'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 www.sec.gov.
Refer
to:
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Mark Taylor;
mark.taylor@lilly.com; (317) 276-5795 (Lilly Media)
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Kevin Hern;
hern_kevin_r@lilly.com; (317) 277-1838 (Lilly Investors)
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Lauren Cohen;
lcohen@loxooncology.com; (617) 678-2067 (Loxo Oncology)
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Peter Rahmer;
prahmer@enduranceadvisors.com; (415) 515-9763 (Loxo
Investors)
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Dan Budwick;
dan@1abmedia.com; (973) 271-6085 (Loxo Media)
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SOURCE Eli Lilly and Company