INDIANAPOLIS, Oct. 14 /PRNewswire-FirstCall/ -- Eli Lilly and Company
(NYSE: LLY) announced today that its wholly-owned subsidiary, Alaska
Acquisition Corporation, has commenced its tender offer for all outstanding
shares of ImClone Systems Incorporated (Nasdaq: IMCL) at a price of $70.00 net
per share in cash. Lilly and ImClone previously announced that they had
reached a definitive merger agreement for Lilly to acquire ImClone.
The Board of Directors of ImClone has unanimously determined that the
offer and the merger are fair to, and in the best interests of, ImClone and
its shareholders; approved and declared advisable the merger agreement and the
transactions contemplated thereby, including the offer; and recommended that
holders of shares of ImClone common stock accept the offer and tender their
shares in the offer.
There is no financing condition to the tender offer. The tender offer is
subject to certain conditions set forth in the Offer to Purchase referenced
below, including a minimum share tender condition, the expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and other governmental approvals.
Unless the tender offer is extended, the tender offer and any withdrawal
rights to which ImClone's shareholders may be entitled will expire at 12:00
midnight, EST, on Thursday, November 20, 2008. Following the acceptance for
payment of shares in the tender offer and completion of the transactions
contemplated in the merger agreement, ImClone will become a wholly-owned
subsidiary of Lilly.
The complete terms and conditions of the tender offer are set forth in the
Offer to Purchase, Letter of Transmittal and other related materials which
Lilly and Alaska Acquisition Corporation will file with the SEC on October 14,
2008. In addition, on October 14, 2008, ImClone will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating
to the tender offer. Copies of the Offer to Purchase, Letter of Transmittal
and other related materials, including the Solicitation/Recommendation
Statement, are available free of charge from Georgeson, Inc., the information
agent for the tender offer at (800) 262-1918 (toll free). Wells Fargo Bank
N.A. is acting as depositary for the tender offer. The dealer manager for the
offer is UBS Securities LLC.
About Eli Lilly and Company
Lilly, a leading innovation-driven corporation, is developing a growing
portfolio of first-in-class and best-in-class pharmaceutical products by
applying the latest research from its own worldwide laboratories and from
collaborations with eminent scientific organizations.
