INDIANAPOLIS, July 25,
2023 /PRNewswire/ -- Eli Lilly and Company (NYSE:
LLY) today announced the extension of the expiration of the tender
offer to acquire all of the issued and outstanding shares
("Shares") of common stock of DICE Therapeutics, Inc. (NASDAQ:
DICE), for a purchase price of $48
per share in cash, without interest and less any applicable tax
withholding.
The tender offer, which was previously scheduled to expire one
minute past 11:59 p.m., Eastern time,
on July 28, 2023, has been extended
until one minute past 11:59 p.m., Eastern
time, on Aug. 8, 2023, unless
the tender offer is further extended or earlier terminated. The
proposed acquisition is expected to close in the third quarter of
2023, subject to customary closing conditions, including the
receipt of required antitrust clearance and the tender of at least
a majority of the outstanding Shares as of the expiration of the
tender offer.
Computershare Trust Company, N.A., the depositary and paying
agent for the tender offer, has advised Lilly that, as of
4:30 p.m., Eastern time, on
July 24, 2023, approximately
9,581,902 Shares have been validly tendered and not properly
withdrawn in the tender offer, representing approximately 20.05% of
the issued and outstanding Shares, as of such date and time.
Holders that have previously tendered their Shares do not need to
re-tender their Shares or take any other action in response to the
extension of the tender offer.
About Lilly
Lilly unites caring with discovery
to create medicines that make life better for people around the
world. We've been pioneering life-changing discoveries for nearly
150 years, and today our medicines help more than 51 million
people across the globe. Harnessing the power of biotechnology,
chemistry and genetic medicine, our scientists are urgently
advancing new discoveries to solve some of the world's most
significant health challenges, redefining diabetes care, treating
obesity and curtailing its most devastating long-term effects,
advancing the fight against Alzheimer's disease, providing
solutions to some of the most debilitating immune system disorders,
and transforming the most difficult-to-treat cancers into
manageable diseases. With each step toward a healthier world, we're
motivated by one thing: making life better for millions more
people. That includes delivering innovative clinical trials that
reflect the diversity of our world and working to ensure our
medicines are accessible and affordable. To learn more,
visit Lilly.com and Lilly.com/newsroom or
follow us on Facebook, Instagram, Twitter and LinkedIn.
C-LLY
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking
statements regarding Lilly's proposed acquisition of DICE and the
anticipated occurrence, manner and timing of the proposed tender
offer and the closing of the proposed acquisition. All statements
other than statements of historical fact are statements that could
be deemed forward-looking statements. Forward-looking statements
reflect current beliefs and expectations; however, these statements
involve inherent risks and uncertainties, including with respect to
consummating the proposed acquisition and any competing offers or
acquisition proposals for DICE, drug research, development and
commercialization, Lilly's evaluation of the accounting treatment
of the potential acquisition and its potential impact on its
financial results and financial guidance, uncertainties as to how
many of DICE's stockholders will tender their stock in the tender
offer, the effects of the proposed acquisition (or the announcement
thereof) on DICE's stock price, relationships with key third
parties or governmental entities, transaction costs, risks that the
proposed acquisition disrupts current plans and operations or
adversely affects employee retention, potentially diverting
management's attention from DICE's ongoing business operations,
changes in DICE's business during the period between announcement
and closing of the proposed acquisition, and any legal proceedings
that may be instituted related to the proposed acquisition. Actual
results could differ materially due to various factors, risks and
uncertainties. Among other things, there can be no guarantee that
the proposed acquisition will be completed in the anticipated
timeframe or at all, that the conditions required to complete the
proposed acquisition will be met, that any event, change or other
circumstance that could give rise to the termination of the
definitive agreement for the proposed acquisition will not occur,
that Lilly will realize the expected benefits of the proposed
acquisition, that product candidates will be approved on
anticipated timelines or at all, that any products, if approved,
will be commercially successful, that Lilly's financial results
will be consistent with its expected 2023 guidance or that
Lilly can reliably predict the impact of the proposed acquisition
on its financial results or financial guidance. For further
discussion of these and other risks and uncertainties, see Lilly's
and DICE's most recent Form 10-K and Form 10-Q filings with the
United States Securities and Exchange Commission (the "SEC").
Except as required by law, neither Lilly nor DICE undertakes any
duty to update forward-looking statements to reflect events after
the date of this press release.
Additional Information about the Tender Offer and Where to
Find It
In connection with the proposed acquisition of DICE,
Lilly caused its acquisition subsidiary to commence a tender
offer for all of the issued and outstanding shares of common stock
of DICE. This communication is for informational purposes only and
is neither an offer to purchase nor a solicitation of an offer to
sell any securities, nor is it a substitute for the tender offer
materials that Lilly and its acquisition subsidiary filed with the
SEC upon commencement of the tender offer. A solicitation and offer
to buy outstanding shares of DICE is being made only pursuant to
the tender offer materials that Lilly and its acquisition
subsidiary have filed with the SEC. Lilly and its acquisition
subsidiary have filed with the SEC a tender offer statement on
Schedule TO, and DICE has filed a solicitation/recommendation
statement on Schedule 14D-9 (the "Solicitation/Recommendation
Statement") 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 CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
INVESTORS AND STOCKHOLDERS OF DICE ARE URGED TO READ THESE
DOCUMENTS CAREFULLY (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
INVESTORS AND STOCKHOLDERS OF DICE SHOULD CONSIDER BEFORE MAKING
ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN
THE TENDER OFFER. The tender offer materials (including the Offer
to Purchase and the related Letter of Transmittal), as well as the
Solicitation/Recommendation Statement, are available to all
investors and stockholders of DICE at no expense to them at Lilly's
website at investor.lilly.com. The information contained in, or
that can be accessed through, Lilly's website is not a part of, or
incorporated by reference in, this press release. The tender offer
materials (including the Offer to Purchase and the related Letter
of Transmittal), as well as the Solicitation/Recommendation
Statement, are also available for free on the SEC's website 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
DICE file annual, quarterly, and current reports, proxy statements
and other information with the SEC. You may read any reports,
statements or other information filed by Lilly and DICE
with the SEC for free on the SEC's website at www.sec.gov.
Refer to:
|
Jordan Bishop;
jordan.bishop@lilly.com; 317-473-5712 (Media)
|
|
Joe
Fletcher; jfletcher@lilly.com; 317-296-2884
(Investors)
|
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SOURCE Eli Lilly and Company