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
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
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. Headquartered in
This press release contains forward-looking statements that are based on
management's current expectations, but actual results may differ materially
due to various factors. The company cannot guarantee that the merger described
will close or that the company will realize anticipated operational
efficiencies following any such merger with ImClone .The current credit market
may increase the cost of financing the transaction. There are significant
risks and uncertainties in pharmaceutical research and development and there
can be no guarantees with respect to the company's or ImClone's pipeline
products that the products will receive the necessary clinical and
manufacturing regulatory approvals or that they will prove to be commercially
successful. The company's results may also be affected by such factors as
competitive developments affecting current products; rate of sales growth of
recently launched products; the timing of anticipated regulatory approvals and
launches of new products; regulatory actions regarding currently marketed
products; other regulatory developments and government investigations; patent
disputes and other litigation involving current and future products; the
impact of governmental actions regarding pricing, importation, and
reimbursement for pharmaceuticals; changes in tax law; asset impairments and
restructuring charges; acquisitions and business development transactions; and
the impact of exchange rates. For additional information about the factors
that affect the company's business, please see the company's latest Form 10-K
filed
Important Information about the Tender Offer
This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities. The tender offer is being made pursuant to a
Tender Offer Statement on Schedule TO (including the Offer to Purchase, the
related Letter of Transmittal and other tender offer materials) to be filed by
Lilly and Alaska Acquisition Corporation with the SEC on
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SOURCE Eli Lilly and Company