On September 14, 2023, at the instruction of the POINT Board, representatives of Centerview informed representatives of Company B that the POINT Board was unlikely to evaluate a proposal contingent on the SPLASH Read-Out Condition, but would consider a potential transaction involving POINT and Company B that did not include contingent terms.
On September 15, 2023, representatives of Skadden, Kirkland & Ellis and Balch & Bingham LLP, POINT’s outside legal advisor specializing in nuclear law, had a meeting by teleconference to discuss the process for obtaining consent from the Nuclear Regulatory Commission to transfer POINT’s materials license. On the same day, Company B’s outside financial advisors called a representative of Centerview. At the instruction of the POINT Board, representatives of Centerview reiterated to Company B’s outside financial advisors that the contingent nature of the September 13 Proposal was unlikely to provide a basis upon which POINT would negotiate the terms of a potential strategic transaction.
On September 19, 2023, Mr. Van Naarden, Barry Taylor, Loxo@Lilly’s Chief Scientific Officer, and Ms. Foster, along with other representatives of Lilly, visited POINT’s site in Toronto, Canada, during which representatives of Lilly and POINT toured the POINT Institute for Radioligand Innovation and discussed POINT’s clinical programs, broad platform capabilities, pipeline of future products and licensing partnerships, with a representative of Centerview in attendance. Also at that meeting, Mr. Van Naarden delivered to Dr. McCann an updated verbal non-binding indication of interest to acquire all of the outstanding Shares of POINT for $12.50 per Share in cash.
Also on September 19, 2023, representatives of Skadden provided an initial draft of the disclosure schedules to representatives of Kirkland & Ellis.
Between September 20, 2023 and September 26, 2023, representatives of POINT, Lilly, Skadden, Kirkland & Ellis and Fox Rothschild LLP, POINT’s external IP counsel (“Fox Rothschild”), discussed due diligence matters related to POINT’s intellectual property.
On September 22, 2023, Company B’s outside financial advisors informed representatives of Centerview that Company B was preparing a revised proposal, which they intended to submit early the following week, and in connection with such proposal Company B requested access to the virtual data room and an initial draft of the merger agreement for Company B’s review and comment.
On September 23, 2023, representatives of Centerview provided Company B’s outside financial advisor with an initial draft of the merger agreement, in addition to granting representatives of Company B and its outside advisors access to the virtual data room.
On September 24, 2023, Dr. McCann and Mr. Van Naarden had a telephone conversation to discuss outstanding diligence items.
On September 26, 2023, Mr. Van Naarden and Dr. McCann had a dinner together in Indianapolis to review the status of diligence discussions and discuss any remaining open items.
On September 27, 2023, Mr. Van Naarden contacted Dr. McCann and confirmed the resolution of certain outstanding due diligence items and Lilly’s interest in moving quickly towards signing within the next week.
On September 27, 2023, Company B sent POINT two alternative revised proposals to acquire all of the outstanding Shares of POINT (the “September 27 Proposals”). The first proposal did not include the SPLASH Read-Out Condition, and was for an aggregate of up to $20.00 per Share in cash, stock and contingent value rights, payable as follows: (1) $8.50 per Share in cash and stock payable at closing; (2) if the results of the top-line primary analysis of the SPLASH Clinical Trial satisfied a proposed “base” case of detailed pre-defined criteria, an additional $4.50 per Share in cash and stock payable at closing and a contingent value right of $3.00
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