This Amendment No. 1 (this Amendment) amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on January 17, 2019 (together with any subsequent amendments and supplements thereto, the Schedule TO), by Bowfin Acquisition Corporation, a Delaware corporation
(Purchaser) and a wholly-owned subsidiary of Eli Lilly and Company, an Indiana corporation (Lilly). The 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 subject
to withholding taxes, 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 to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the
extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11.
The disclosure in
the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO is hereby amended and supplemented by adding a new paragraph at the end of
Section
15 Conditions of the Offer
of the Offer to
Purchase to read as follows:
The Antitrust Condition has been satisfied by the expiration of the HSR Act waiting period, effective
January 31, 2019 at 11:59 p.m., Eastern time.
The disclosure in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule
TO is hereby amended and supplemented by adding the following sentence at the end of the first paragraph in
Section
16 Certain Legal Matters; Regulatory Approvals
of the Offer to Purchase under the
subheading
Antitrust Compliance
:
The waiting period applicable to the Offer under the HSR Act expired effective
January 31, 2019 at 11:59 p.m., Eastern time.
The disclosure in the Offer to Purchase and Item 11 of the Schedule TO is hereby amended and
supplemented by adding the following
sub-heading
and paragraph at the end of
Section
16 Certain Legal Matters; Regulatory Approvals
of the Offer to Purchase:
Certain Litigation
On January 23, 2019, Elaine Wang, a purported stockholder of Loxo Oncology, filed a putative securities class action complaint in the
United States District Court for the District of Delaware against Loxo Oncology and the individual members of the board of directors of Loxo Oncology (the Board), captioned