The Offer and the Merger
The tender offer for all of the outstanding shares of common stock of Dermira at a price of $18.75 per share, net to the seller in cash, without interest and less any required tax withholding (the “Offer”), expired as scheduled at one minute past 11:59 p.m., Eastern time, on February 19, 2020. Computershare Trust Company, N.A., the depositary and paying agent for the Offer, has advised Lilly that 40,926,025 shares of Dermira common stock were validly tendered and not properly withdrawn in the Offer, representing approximately 74.8 percent of the shares of Dermira common stock outstanding. All of the conditions to the Offer have been satisfied, and on February 20, 2020, Lilly and its wholly-owned subsidiary, Bald Eagle Acquisition Corporation, accepted for payment, and will promptly pay for, all shares validly tendered and not properly withdrawn in the Offer.
Following completion of the Offer, Lilly completed the acquisition of Dermira through the merger of Bald Eagle Acquisition Corporation with and into Dermira, without a vote of Dermira’s stockholders pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with Dermira surviving the merger as a wholly-owned subsidiary of Lilly. In connection with the merger, each share of common stock of Dermira not validly tendered into the Offer (other than (1) shares owned by Dermira immediately prior to the effective time of the merger, (2) shares owned by Lilly or Bald Eagle Acquisition Corporation at the commencement of the Offer and owned by Lilly or Purchaser immediately prior to the effective time of the merger or (3) shares held by any stockholder that was entitled to and has properly demanded statutory appraisal of its shares) has been converted into the right to receive the same $18.75 per share in cash, without interest and less applicable tax withholding, as will be paid for all shares that were validly tendered and not properly withdrawn in the Offer. Dermira’s common stock will be delisted from the NASDAQ Stock Market.
About Eli Lilly and Company
Lilly is a global healthcare leader that unites caring with discovery to create medicines that make life better for people around the world. We were founded more than a century ago by a man committed to creating high-quality medicines that meet real needs, and today we remain true to that mission in all our work. Across the globe, Lilly employees work to discover and bring life-changing medicines to those who need them, improve the understanding and management of disease, and give back to communities through philanthropy and volunteerism. To learn more about Lilly, please visit us at www.lilly.com.C-LLY
