Announcement • Aug 10

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Eli Lilly and Company (NYSE:LLY) completed the acquisition of DICE Therapeutics, Inc. (NasdaqGM:DICE) from a group of shareholders.

Eli Lilly and Company (NYSE:LLY) entered into a definitive agreement to acquire DICE Therapeutics, Inc. (NasdaqGM:DICE) from a group of shareholders for $2.3 billion on June 18, 2023. Pursuant to the agreement, Eli Lilly and Company will commence a cash tender offer to purchase all of the outstanding shares of common stock of DICE Therapeutics at a price of $48 per share, net to the seller in cash, without interest, and subject to applicable withholding taxes. Following the successful closing of the tender offer, Lilly will acquire any shares of DICE that are not tendered in the tender offer through a second-step merger at the same consideration as paid in the tender offer. Upon termination of the agreement under specified circumstances DICE Therapeutics may be required to pay Eli Lilly and Company a termination fee of $92 million. As of July 25, 2023, Eli Lilly and Company announced the extension of the expiration of the tender offer from 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. 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4:30 p.m., Eastern time, on July 24, 2023, approximately 9,581,902 Shares have been validly tendered and not properly withdrawn in the tender offer, representing approximately 20.05% of the issued and outstanding Shares, as of such date and time.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. Consummation of the offer is subject to various conditions, including a majority of Shares then-outstanding being tendered in the offer and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The consummation of the Offer and Merger is not subject to a financing condition. The Board of Directors of DICE Therapeutics unanimously approved the transaction. The Board of Directors of Eli Lilly and Company approved the transaction. Offer commenced on June 30, 2023 and is initially scheduled to expire on July 28, 2023. The transaction is expected to close in the third quarter of 2023. Michael P. Brueck, Chelsea N. Darnell, Daniel Yip and Monica Ruiz of Kirkland & Ellis LLP acted as legal advisor to Eli Lilly and Company. Matthew Rossiter, Douglas N. Cogen and David K. Michaels of Fenwick & West LLP acted as legal advisor to DICE Therapeutics. For DICE, Centerview Partners LLC is acting as exclusive financial advisor and fairness opinion provider. DICE has agreed to pay Centerview an aggregate fee of approximately $44 million, $2 million of which was payable upon the rendering of Centerview’s opinion and approximately $42 million of which is payable contingent upon consummation of the Transactions. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Centerview in the transaction. Kirkland & Ellis LLP acted as due diligence provider to Lilly. Centerview Partners LLC acted as due diligence provider to DICE. Equiniti Trust Company acted transfer agent to DICE. Julia L. Minitti, Michael Hostetler and Uale Taotafa of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisors to DICE. Eli Lilly and Company (NYSE:LLY) completed the acquisition of DICE Therapeutics, Inc. (NasdaqGM:DICE) from a group of shareholders on August 9, 2023. DICE's common stock will be delisted from the NASDAQ Global Market.

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Eli Lilly and Company (NYSE:LLY) completed the acquisition of DICE Therapeutics, Inc. (NasdaqGM:DICE) from a group of shareholders.

Eli Lilly and Company (NYSE:LLY) entered into a definitive agreement to acquire DICE Therapeutics, Inc. (NasdaqGM:DICE) from RA Capital Healthcare Fund, L.P. and RA Capital Healthcare Fund, L.P., funds managed by RA Capital Management, L.P., J. Kevin Judice and others for $2.3 billion.

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