This Amendment No. 2 (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 Item 11 of the Schedule TO is hereby amended and supplemented by amending and restating in its entirety the first sentence of the last paragraph in
Section 16 Certain Legal Matters; Regulatory
Approvals
of the Offer to Purchase under the heading
Certain Litigation
as follows:
On January 31,
2019, Michael Stevens, a purported stockholder of Loxo Oncology, also 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,
captioned
Michael Stevens v. Loxo Oncology, Inc., et. al.
, Case No. 1:19-cv-00207-UNA (the Stevens Complaint).
The disclosure in
the Offer to Purchase and Item 11 of the Schedule TO is hereby amended and supplemented by adding the paragraph at the end of
Section
16 Certain Legal Matters; Regulatory Approvals
of the Offer to
Purchase:
On February 4, 2019, Christopher Patrick, a purported stockholder of Loxo Oncology, also filed a putative securities
class action complaint in the United States District Court for the District of Delaware against Loxo Oncology, the individual members of the Board, Lilly and Purchaser, captioned
Christopher Patrick v. Loxo Oncology, Inc., et. al.
, Case No.
1:19-cv-00230-UNA
(the Patrick Complaint). The Patrick Complaint asserts that defendants violated sections 14(e) and 20(a)
of the Exchange Act by making untrue statements of material fact and omitting certain material facts related to the Transactions in the Schedule
14D-9.
The Patrick Complaint seeks, among other things, an order
enjoining defendants from consummating the Transactions and money damages.