INDIANAPOLIS, June 22, 2018 /PRNewswire/ -- Eli Lilly and
Company (NYSE: LLY) today announced the successful completion of
its acquisition of ARMO BioSciences, Inc. (NASDAQ: ARMO).
Lilly's tender offer for all outstanding shares of common stock
of ARMO, at a price of $50.00 per
share in cash, expired as scheduled on Thursday, June 21, 2018. As of the expiration of
the tender offer, 27,542,054 shares of ARMO common stock were
validly tendered and not properly withdrawn, representing
approximately 90.6 percent of the shares of ARMO 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 ARMO through the previously-planned
second-step merger.
"We are pleased to announce the completion of our acquisition of
ARMO BioSciences, which adds a promising clinical immunotherapy
asset, pegilodecakin, to Lilly's oncology portfolio," said
Sue Mahony, Ph.D., Lilly senior vice
president and president of Lilly Oncology. "Lilly will continue to
pursue medicines that use the body's immune system in new ways to
treat cancer and that have the potential to make a meaningful
difference to patients with cancer."
This impact of the transaction will be reflected in Lilly's
reported results and financial guidance according to Generally
Accepted Accounting Principles (GAAP). There is no expected change
to Lilly's 2018 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 ARMO at a price of
$50.00 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 Thursday, June 21, 2018. Computershare Trust
Company, N.A., the depositary and paying agent for the Offer, has
advised Lilly that 27,542,054 shares of ARMO common stock were
validly tendered and not properly withdrawn in the Offer,
representing approximately 90.6 percent of the shares of ARMO
common stock outstanding. All of the conditions to the Offer have
been satisfied and on June 22, 2018,
Lilly and its wholly-owned subsidiary, Bluegill 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shares validly tendered and not properly withdrawn in the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 ARMO through the merger of Bluegill Acquisition
Corporation with and into ARMO, without a vote of ARMO's
stockholders pursuant to Section 251(h) of the General Corporation
Law of the State of Delaware, with
ARMO surviving the merger as a wholly-owned subsidiary of Lilly. In
connection with the merger, each share of common stock of ARMO not
validly tendered into the Offer (other than (1) shares owned by
ARMO immediately prior to the effective time of the merger,
(2) shares owned by Lilly or Bluegill 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 $50.00
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. ARMO'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 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. C-LLY
This press release contains forward-looking statements
about the benefits of Lilly's acquisition of ARMO
BioSciences. 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 pegilodecakin or any other
products will be approved on the anticipated timeline or at
all, or that pegilodecakin or any other 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)
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SOURCE Eli Lilly and Company