INDIANAPOLIS and CAMBRIDGE,
Mass., Jan. 18, 2017
/PRNewswire/ -- Eli Lilly and Company (NYSE: LLY) and CoLucid
Pharmaceuticals, Inc. (NASD: CLCD) today announced an agreement for
Lilly to acquire CoLucid for $46.50
per share or approximately $960
million. This all-cash transaction will enhance Lilly's
existing portfolio in pain management for migraine, while adding a
potential near-term launch to its late-stage pipeline.
CoLucid Pharmaceuticals is a public biopharmaceutical company
developing an oral 5-HT1F agonist (lasmiditan) for the
acute treatment of migraine. CoLucid has completed the first of two
pivotal Phase 3 trials. A data read-out for the second Phase 3
trial, SPARTAN, is expected in the second half of 2017. If this
trial is positive, submission of lasmiditan for U.S. regulatory
approval could occur in 2018.
More than 36 million people suffer from migraine in the United States alone. Lasmiditan, if
approved, would be a first-in-class therapy to treat migraine
through a novel mechanism of action without vasoconstriction. This
could be desirable in migraine patients who have, or are at risk
for, cardiovascular disease, as well as those who are dissatisfied
with their current therapies.
Lasmiditan is an important addition to Lilly's emerging pain
management pipeline, which includes galcanezumab, a potential
medicine in Phase 3 clinical development for the prevention of
migraine and cluster headache. In addition, tanezumab is being
studied, in collaboration with Pfizer, for the treatment of
multiple pain indications, including osteoarthritis, lower back and
cancer pain.
"Lasmiditan is a novel, first-in-class molecule that could
represent the first significant innovation for the acute treatment
of migraine in more than 20 years, and CoLucid has made significant
progress in advancing this potential medicine," said David A. Ricks, Lilly's president and chief
executive officer. "This innovation, along with galcanezumab, could
offer important options for the millions of patients suffering from
migraine."
Lasmiditan was originally discovered at Lilly and was
out-licensed to CoLucid in 2005. Over the past 12 years, CoLucid
has taken important steps to decrease the risk related to
development and commercialization of lasmiditan as evident by the
first positive Phase 3 trial. At the time lasmiditan was
out-licensed, pain management was not a strategic area of focus for
Lilly. Lilly has since reorganized its research and development
efforts to focus on migraine as part of its emerging therapeutic
area of pain.
"We are excited that lasmiditan will be back at Lilly, where it
was originally discovered, for the conclusion of Phase 3
development and potential commercialization," said Thomas P. Mathers, CoLucid's chief executive
officer. "We are proud of the work that CoLucid has done to develop
lasmiditan, and we believe Lilly's expertise in pain and commitment
to innovation are a natural fit to potentially bring this medicine
to patients."
Under the terms of the agreement, Lilly will acquire all shares
of CoLucid Pharmaceuticals for a purchase price of $46.50 per share or approximately $960 million. The transaction is expected to
close by the end of the first quarter of 2017, subject to clearance
under the Hart-Scott-Rodino Antitrust Improvements Act and other
customary closing conditions.
While the financial charge will not be finalized until after
completion of the acquisition, Lilly is expecting to recognize a
financial charge of approximately $850
million (no tax benefit), or approximately $0.80 per share, as an acquired in-process
research and development charge to earnings in the first quarter of
2017. The company's reported earnings per share guidance in 2017 is
expected to be reduced by the amount of the charge. There will be
no change to the company's non-GAAP earnings per share guidance as
a result of this transaction.
Goldman, Sachs & Co. is acting as the exclusive financial
advisor, and Weil, Gotshal & Manges LLP is acting as legal
advisor to Lilly in this transaction. MTS Health Partners is acting
as the exclusive financial advisor, and Faegre Baker Daniels LLP is
acting as legal advisor to CoLucid.
About Eli Lilly and Company
Lilly is a global
healthcare leader that unites caring with discovery to 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.
About CoLucid Pharmaceuticals, Inc.
CoLucid was founded in 2005 and is developing lasmiditan oral
tablets for the acute treatment of migraine headaches in adults and
intravenous lasmiditan for the acute treatment of headache pain
associated with migraine in adults in emergency room and other
urgent care settings.
This press release contains forward-looking statements (as
that term is defined in the Private Securities Litigation Reform
Act of 1995) about the benefits of Lilly's
acquisition of CoLucid Pharmaceuticals. 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 the molecules will be
approved on the anticipated timeline or at all, or that the
potential products will 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.
Additional Information about the Acquisition and Where to
Find It
The tender offer for the outstanding shares of CoLucid
Pharmaceuticals, Inc. ("CoLucid") referenced in this communication
has not yet commenced. This announcement is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of CoLucid, nor is it a
substitute for the tender offer materials that Lilly and its
acquisition subsidiary will file with the U.S. Securities and
Exchange Commission (the "SEC") upon commencement of the tender
offer. At the time the tender offer is commenced, Lilly and its
acquisition subsidiary will file tender offer materials on Schedule
TO, and CoLucid will file 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 will
contain important information. Holders of shares of CoLucid are
urged to read these documents when they become available because
they will contain important information that holders of CoLucid
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, will be made
available to all holders of shares of CoLucid at no expense to
them. The tender offer materials and the
Solicitation/Recommendation Statement will be made 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 CoLucid 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 CoLucid 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
CoLucid'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 http://www.sec.gov.
C-LLY
Refer
to:
|
Lauren Zierke;
lauren_zierke@lilly.com; (317) 277-6524 (Media)
|
|
Phil Johnson;
johnson_philip_l@lilly.com; (317) 655-6874 (Investors)
|
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SOURCE Eli Lilly and Company