공시 • Oct 05
Eli Lilly and Company (NYSE:LLY) entered into a definitive agreement to acquire POINT Biopharma Global Inc. (NasdaqCM:PNT) from Joe A. McCann, Allan Charles Silber, Neil E. Fleshner and others for approximately $1.4 billion.
Eli Lilly and Company (NYSE:LLY) entered into a definitive agreement to acquire POINT Biopharma Global Inc. (NasdaqCM:PNT) from Joe A. McCann, Allan Charles Silber, Neil E. Fleshner and others for approximately $1.4 billion on October 2, 2023. Lilly will commence a tender offer to acquire all outstanding shares of POINT for a purchase price of $12.50 per share in cash (an aggregate of approximately $1.4 billion) payable at closing. The purchase price payable at closing represents a premium of approximately 87% to POINT’s closing stock price on Oct. 2, 2023, the last trading day before the announcement of the transaction, and 68% to the 30-day volume-weighted average price. POINT’s board of directors unanimously recommends that POINT’s stockholders tender their shares in the tender offer. Lilly will determine the accounting treatment of this transaction as a business combination or an asset acquisition, including any related acquired in-process research and development charges, according to Generally Accepted Accounting Principles (GAAP) upon closing. This transaction will thereafter be reflected in Lilly’s financial results and financial guidance. The Merger Agreement provides that Eli Lilly will commence the Offer no later than 10 business days after the date of the Merger Agreement. The Offer will expire at one minute after 11:59 p.m., Eastern time, on the date that is 20 business days following the commencement date of the Offer, unless extended in accordance with the terms of the Offer and the Merger Agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission. Following the successful closing of the tender offer, Lilly will acquire any shares of POINT that are not tendered in the tender offer through a second-step merger at the same consideration as paid in the tender offer. The Merger Agreement contains termination rights for each of Eli Lilly, Merger Sub and POINT Biopharma including by either Eli Lilly or POINT Biopharma if the Offer Closing Time shall not have occurred on or before July 2, 2024, or by POINT Biopharma to enter into an alternative transaction that constitutes a Superior Company Proposal, and further provides that, upon termination of the Merger Agreement under specified circumstances, the POINT Biopharma be required to pay Eli Lilly a termination fee of approximately $54 million.Consummation of the Offer is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement, including (a) there shall have been validly tendered in the Offer (and not properly withdrawn) prior to the expiration of the Offer that number of Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository,” as such terms are defined by Section 251(h) of the General Corporation Law of the State of Delaware (the “ DGCL ”)) that, when added to the Shares then owned by Parent, Merger Sub or any subsidiary of Parent, would represent at least a majority of the Shares outstanding as of immediately following the consummation of the Offer, (b) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (c) the accuracy of the Company’s representations and warranties contained in the Merger Agreement (except, generally, for any inaccuracies that have not had a Company Material Adverse Effect (as defined in the Merger Agreement)), (d) the Company’s performance in all material respects of its obligations under the Merger Agreement, (e) consent by the U.S. Nuclear Regulatory Commission of the indirect transfer of control with respect to the Company and (f) the other conditions set forth in Exhibit A to the Merger Agreement. The transaction is not subject to any financing condition and is expected to close near the end of 2023, subject to customary closing conditions, including the tender of a majority of the outstanding shares of POINT’s common stock. The transaction has been approved by the boards of directors of both companies.For Lilly, Goldman Sachs & Co. LLC is acting as exclusive financial advisor and Keri Schick Norton, Sarkis Jebejian, Peter Fritz, Steven Choi, Shellie Freedman, Joanna Schlingbaum, Sophia Hudson and Asher Qazi of Kirkland & Ellis LLP is acting as legal counsel. For POINT, Centerview Partners LLC is acting as exclusive financial advisor and fairness opinion provider and Graham Robinson; Chadé Severin of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel.