INDIANAPOLIS, Feb. 20, 2020 /PRNewswire/ -- Eli Lilly and
Company (NYSE: LLY) today announced the successful completion
of its acquisition of Dermira, Inc. (NASDAQ: DERM). The acquisition
expands Lilly's immunology pipeline with the addition of
lebrikizumab, a novel, investigational, monoclonal antibody
designed to bind IL-13 with high affinity that is being evaluated
in a Phase 3 clinical development program for the treatment of
moderate-to-severe atopic dermatitis in adolescent and adult
patients, ages 12 years and older. The acquisition of Dermira also
expands Lilly's portfolio of marketed dermatology medicines with
the addition of QBREXZA® (glycopyrronium), a medicated
cloth approved by the FDA for the topical treatment of primary
axillary hyperhidrosis (uncontrolled excessive underarm
sweating).
Lilly's tender offer for all outstanding shares of common stock
of Dermira, at a price of $18.75 per
share in cash, expired as scheduled at one minute past 11:59 p.m., Eastern time, on February 19, 2020. As of the expiration of the
tender offer, 40,926,025 shares of Dermira common stock were
validly tendered and not properly withdrawn, representing
approximately 74.8 percent of the shares of Dermira common stock
outstanding, and have been accepted for payment under the terms of
the tender offer. Following completion of the tender offer, Lilly
completed the acquisition of Dermira through the previously-planned
second-step merger.
"We are pleased to complete the acquisition of Dermira, and look
forward to continuing their important work to develop new
therapeutic options for patients with chronic skin conditions,"
said Patrik Jonsson, Lilly senior
vice president and president of Lilly Bio-Medicines.
The expected financial impact of Lilly's acquisition of Dermira
has been previously communicated and is reflected in Lilly's
current 2020 financial guidance, as announced on January 30, 2020.
The Offer and the Merger
The tender offer for all of
the outstanding shares of common stock of Dermira at a price
of $18.75 per share, net to the
seller in cash, without interest and less any required tax
withholding (the "Offer"), expired as scheduled at one minute past
11:59 p.m., Eastern time, on
February 19, 2020. Computershare
Trust Company, N.A., the depositary and paying agent for the Offer,
has advised Lilly that 40,926,025 shares of Dermira common stock
were validly tendered and not properly withdrawn in the Offer,
representing approximately 74.8 percent of the shares of Dermira
common stock outstanding. All of the conditions to the Offer have
been satisfied, and on February 20,
2020, Lilly and its wholly-owned subsidiary, Bald Eagle
Acquisition Corporation, accepted for payment, and will promptly
pay for, all shares validly tendered and not properly withdrawn in
the Offer.
Following completion of the Offer, Lilly completed the
acquisition of Dermira through the merger of Bald Eagle
Acquisition Corporation with and into Dermira, without a vote of
Dermira's stockholders pursuant to Section 251(h) of the General
Corporation Law of the State of
Delaware, with Dermira surviving the merger as a
wholly-owned subsidiary of Lilly. In connection with the merger,
each share of common stock of Dermira not validly tendered
into the Offer (other than (1) shares owned by Dermira
immediately prior to the effective time of the merger, (2)
shares owned by Lilly or Bald Eagle Acquisition Corporation at the
commencement of the Offer and owned by Lilly or Purchaser
immediately prior to the effective time of the merger or (3) shares
held by any stockholder that was entitled to and has properly
demanded statutory appraisal of its shares) has been converted into
the right to receive the same $18.75
per share in cash, without interest and less applicable tax
withholding, as will be paid for all shares that were validly
tendered and not properly withdrawn in the Offer. Dermira's common
stock will be delisted from the NASDAQ Stock Market.
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. C-LLY
This press release contains forward-looking statements
about the benefits and financial impact of Lilly's
acquisition of Dermira. It reflects
Lilly's current beliefs; however, as with any
such undertaking, there are substantial risks and uncertainties
in implementing the transaction and in drug
development. Among other things, there can be no
guarantee that Lilly will realize the expected benefits of
the transaction, that products will
be approved on the anticipated timeline or at all, or that any
products be commercially successful. 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. Except
as required by law, Lilly undertakes no duty to update
forward-looking statements to reflect events after the date of this
release.
Refer
to:
|
Mark Taylor;
mark.taylor@lilly.com; (317) 276-5795 (Media)
|
|
Kevin Hern;
hern_kevin_r@lilly.com; (317) 277-1838 (Investors)
|
View original content to download
multimedia:http://www.prnewswire.com/news-releases/lilly-completes-acquisition-of-dermira-301008409.html
SOURCE Eli Lilly and Company