Eli Lilly and Company has completed acquisition of ImClone Systems Incorporated. ImClone Systems is now a wholly-owned subsidiary of Lilly.
"We are excited about the successful completion of the ImClone transaction, which will broaden Lilly's portfolio of marketed cancer therapies and boost Lilly's oncology pipeline with up to three promising targeted therapies in phase-III in 2009," said John Lechleiter, Lilly president and chief executive officer. "The acquisition also adds late-stage assets, early- and mid-stage prospects, and the opportunity to generate additional value from Erbitux, a blockbuster targeted cancer therapy. We look forward to combining our talented teams and working together to improve outcomes for individual patients and building value for Lilly shareholders."
ImClone's chief executive officer, John Johnson, will retain his current position at ImClone after the acquisition and will report directly to Lechleiter. "I look forward to continuing to lead ImClone's dedicated employees in their efforts to discover and develop promising oncology therapies," commented Johnson. "We are excited with the potential to further accelerate our proprietary pipeline of novel antibodies by leveraging Lilly's global capabilities to bring these compounds to cancer patients around the world."
As previously announced, Lilly and ImClone entered into a merger agreement on October 6, 2008 pursuant to which Alaska Acquisition Corporation, a wholly- owned subsidiary of Lilly, commenced a tender offer to purchase all of ImClone's outstanding shares for $70.00 per share in cash. On November 21, 2008, Lilly successfully completed a cash tender offer for all outstanding shares of ImClone. As a result of the cash tender offer, Lilly, through Alaska Acquisition, acquired 85,401,945 shares (including 5,175,275 shares that were tendered pursuant to guaranteed delivery procedures), representing 95.5 per cent, of ImClone's issued and outstanding shares. The merger was completed on November 24, 2008, when Alaska Acquisition was merged with and into ImClone.
As a result of the merger, all outstanding shares of ImClone common stock not purchased by Lilly in the tender offer were converted into the right to receive $70.00 per share in cash. Wells Fargo Bank, NA, the paying agent for the merger, will mail instructions on how to surrender share certificates for the merger consideration to shareholders who did not tender their shares. As a result of the merger, ImClone shares will be delisted from the NASDAQ.
Lilly will take a one-time charge to earnings in the fourth quarter of 2008 for acquired in-process research and development associated with the merger. The amount of that charge has not yet been determined, but will be disclosed when available.