INDIANAPOLIS and New York, Nov. 21 Eli Lilly and
Company (NYSE: LLY) and ImClone Systems Incorporated (Nasdaq: IMCL) today
announced the successful completion of the previously announced tender offer
by Lilly's wholly-owned subsidiary, Alaska Acquisition Corporation, for all
outstanding shares of ImClone at a price of $70.00 per share in cash. The
offer expired at 12:00 midnight EST, on Thursday, November 20, 2008.
The depositary for the tender offer has advised Lilly and ImClone that, as
of the expiration of the tender offer, approximately 85,401,945 shares
(including 5,175,275 shares that were tendered pursuant to guaranteed delivery
procedures) were validly tendered and not withdrawn in the tender offer,
representing approximately 95.5 percent of ImClone's issued and outstanding
shares. All validly tendered shares have been accepted for payment in
accordance with the terms of the tender offer.
Lilly intends to complete the acquisition of ImClone through a short-form
merger on or about Monday, November 24, 2008, in which all outstanding shares
of ImClone common stock not purchased by Alaska Acquisition in the tender
offer will be converted into the right to receive $70.00 net per share in
cash.
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
Indianapolis, Ind., Lilly provides answers -- through medicines and
information -- for some of the world's most urgent medical needs. Additional
information about Lilly is available at www.lilly.com . C-LLY
About ImClone Systems Incorporated
ImClone Systems Incorporated is a fully integrated global
biopharmaceutical company committed to advancing oncology care by developing
and commercializing a portfolio of targeted biologic treatments designed to
address the medical needs of patients with a variety of cancers. ImClone's
research and development programs include growth factor blockers and
angiogenesis inhibitors. ImClone's headquarters and research operations are
located in New York City, with additional administration and manufacturing
facilities in Branchburg, New Jersey. For more information about ImClone,
please visit ImClone's web site at http://www.imclone.com .
This press release contains forward-looking statements that are based on
Lilly management's current expectations, but actual results may differ
materially due to various factors. Lilly cannot guarantee that the transaction
described in this press release will close or that Lilly will realize
anticipated operational efficiencies following any such transaction with
ImClone. The current credit market may increase the cost of financing the
transaction. For additional information about the factors that affect Lilly's
and ImClone's respective businesses, please see Lilly's latest Form 10-K filed
February 2008 and Form 10-Q filed November 2008, and please see ImClone's
latest Form 10-K filed February 2008 and Form 10-Q filed November 2008,
respectively. Any provisions of the Private Securities Litigation Reform Act
of 1995 that may be referenced in such filings are not applicable to any
forward-looking statements made in connection with the offer.
Certain matters discussed in this news release may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and the Federal securities laws. Although
ImClone believes that the expectations reflected in such forward-looking
statements are based upon reasonable assumptions it can give no assurance that
its expectations will be achieved. Forward-looking information is subject to
certain risks, trends and uncertainties that could cause actual results to
differ materially from those currently expected. Many of these factors are
beyond ImClone's ability to control or predict. For forward-looking statements
in this news release, other than those statements that relate to the tender
offer, ImClone claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
SOURCE Eli Lilly and Company
Source :PR Newswire