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 22, 2020 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), by Bald Eagle 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,
$0.001 per share (the “Shares”), of Dermira, Inc., a Delaware corporation (“Dermira”), at a purchase price of $18.75 per Share, 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 as follows:
“The Offer
and related withdrawal rights expired as scheduled at one minute past 11:59 p.m., Eastern time, on February 19, 2020 (such date and time, the “Expiration Time”), and was not extended. The Depositary has advised that, as of the
Expiration Time, 40,926,025 Shares had been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 74.8% of the then issued and outstanding Shares. Accordingly, the Minimum Tender Condition has been satisfied.
Purchaser has accepted for payment, and has stated that it will promptly pay for, all Shares that were validly tendered and not properly withdrawn pursuant to the Offer.
Following consummation of the Offer, on February 20, 2020, Lilly completed its acquisition of Dermira pursuant to the terms of the Merger
Agreement through the merger of Purchaser with and into Dermira, and without a meeting of stockholders of Dermira in accordance with Section 251(h) of the DGCL, with Dermira surviving as a wholly-owned subsidiary of Lilly.
Following the Merger, all Shares ceased trading prior to the opening of trading on The Nasdaq Stock Market on February 20, 2020, and will
be delisted from The Nasdaq Stock Market and deregistered under the Exchange Act.
A copy of the press release issued by Lilly on
February 20, 2020 announcing the expiration and results of the Offer and the consummation of the Merger is attached hereto as Exhibit (a)(5)(B).”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
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Exhibit No.
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Description
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(a)(5)(B)
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Press Release issued by Eli Lilly and Company on February 20, 2020.
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