Full Press Release Details
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4:30 p.m., Eastern time , on July 24, 2023 , approximately 9,581,902 Shares have been validly tendered and not properly withdrawn in the tender offer, representing approximately 20.05% of the issued and outstanding Shares, as of such date and time.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.
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.
| Refer to: | Jordan Bishop; [email protected] ; 317-473-5712 (Media) |
| Joe Fletcher; [email protected] ; 317-296-2884 (Investors) |
SOURCE Eli Lilly and Company