INDIANAPOLIS, March 01,2017 /PRNewswire/ --
Eli Lilly and Company (NYSE: LLY) today announced the successful
completion of its acquisition of CoLucid Pharmaceuticals, Inc.
(NASD: CLCD). The tender offer for all outstanding shares of common
stock of CoLucid, at a price of $46.50 per share, expired as scheduled on
Tuesday, February 28, 2017.
As of the expiration of the tender offer, 17,410,607 shares of
CoLucid common stock were validly tendered, representing
approximately 90.3 percent of the shares outstanding, and have been
accepted for payment under the terms of the tender offer. Following
its acceptance of the tendered shares, Lilly completed the
acquisition of CoLucid through a second-step merger.
"We are pleased to announce the completion of our acquisition of
CoLucid, which will enhance Lilly's existing pain management
portfolio and add a potential near-term launch to our late-stage
pipeline," said David R. Ricks,
president and chief executive officer. "More than 36 million people
suffer from migraine in the United
States alone, and lasmiditan could represent the first
significant innovation for the acute treatment of migraine in more
than 20 years."
The impact of the acquisition, including the expected acquired
in-process research and development charge of approximately
$850 million (no tax benefit), or
approximately $0.80 per share, will
be reflected beginning in Lilly's first-quarter 2017 financial
statements. The company's 2017 earnings per share guidance on a
reported basis is reduced by the estimated amount of the charge, or
$0.80 per share, as previously stated
in the company's fourth-quarter earnings announcement in January of
this year. There is no change to the company's 2017 non-GAAP
earnings per share guidance as a result of this transaction.
The Offer and the Merger
The tender offer for all of the outstanding shares of common stock
of CoLucid at a price of $46.50 per
share, net to the seller in cash, without interest and subject to
any required tax withholding (the "Offer"), expired as scheduled at
one minute past 11:59 p.m.,
New York City time, on
Tuesday, February 28, 2017.
Computershare Trust Company, N.A., the depositary and paying agent
for the Offer, has advised Lilly that 17,410,607 shares of CoLucid
common stock were validly tendered into and not validly withdrawn
from the Offer, representing approximately 90.3 percent of the
shares outstanding. Notices of guaranteed delivery were delivered
for 214,472 shares of CoLucid common stock, representing
approximately 1.1 percent of the shares outstanding. All of the
conditions to the Offer have been satisfied and on March 1, 2017, Lilly and its wholly-owned
subsidiary, ProCar Acquisition Corporation, accepted for payment,
and will promptly pay for, all shares validly tendered and not
validly withdrawn in the Offer.
Following its acceptance of the tendered shares, Lilly completed
the acquisition of CoLucid through the merger of ProCar Acquisition
Corporation with and into CoLucid without a vote of CoLucid's
stockholders pursuant to Section 251(h) of the General Corporation
Law of the State of Delaware. As a
result of the merger, CoLucid became a wholly-owned subsidiary of
Lilly. In connection with the merger, each share of common stock of
CoLucid not validly tendered into the Offer (other than shares
owned by Lilly, ProCar Acquisition Corporation, CoLucid (or held in
CoLucid's treasury) or any direct or indirect wholly-owned
subsidiary of Lilly immediately prior to the effective time of the
merger, or shares held by any stockholder that was entitled to and
has properly demanded statutory appraisal of its shares) has been
cancelled and converted into the right to receive the same
$46.50 per share in cash, without
interest and subject to any required withholding taxes, as will be
paid for all shares that were validly tendered and not validly
withdrawn in the Offer. CoLucid's common stock will cease to be
traded on the NASDAQ Stock Market.
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 lasmiditan will be approved on the anticipated timeline or
at all, or that lasmiditan 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.
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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