Date: 2017-03-01
Type of information: Company acquisition
Acquired company: CoLucid Pharmaceuticals (USA - IN)
Acquiring company: Eli Lilly (USA - IN)
Amount: $960 million
Terms:
- • On March 1, 2017, Eli Lilly announced the successful completion of its acquisition of CoLucid Pharmaceuticals. The tender offer for all outstanding shares of common stock of CoLucid, at a price of $46.50 per share, expired as scheduled on Tuesday, February 28, 2017. As of the expiration of the tender offer, 17,410,607 shares of CoLucid common stock were validly tendered, representing approximately 90.3 percent of the shares outstanding, and have been accepted for payment under the terms of the tender offer. Following its acceptance of the tendered shares, Lilly completed the acquisition of CoLucid through a second-step merger.
- Following its acceptance of the tendered shares, Lilly completed the acquisition of CoLucid through the merger of ProCar Acquisition Corporation with and into CoLucid without a vote of CoLucid's stockholders pursuant to Section 251(h) of the General Corporation Law of the State of Delaware.
- • On January 18, 2017, Eli Lilly announced an agreement for Lilly to acquire CoLucid for $46.50 per share or approximately $960 million. This all-cash transaction will enhance Lilly's existing portfolio in pain management for migraine, while adding a potential near-term launch to its late-stage pipeline.
- Under the terms of the agreement, Lilly will acquire all shares of CoLucid Pharmaceuticals for a purchase price of $46.50 per share or approximately $960 million. The transaction is expected to close by the end of the first quarter of 2017, subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.
- While the financial charge will not be finalized until after completion of the acquisition, Lilly is expecting to recognize a financial charge of approximately $850 million (no tax benefit), or approximately $0.80 per share, as an acquired in-process research and development charge to earnings in the first quarter of 2017. The company's reported earnings per share guidance in 2017 is expected to be reduced by the amount of the charge. There will be no change to the company's non-GAAP earnings per share guidance as a result of this transaction.
- Goldman, Sachs & Co. is acting as the exclusive financial advisor, and Weil, Gotshal & Manges LLP is acting as legal advisor to Lilly in this transaction. MTS Health Partners is acting as the exclusive financial advisor, and Faegre Baker Daniels LLP is acting as legal advisor to CoLucid.
Details:
- The deal will enhance Lilly's existing pain management portfolio for migraine, while adding a potential near-term launch to its late-stage pipeline. CoLucid Pharmaceuticals is a public biopharmaceutical company developing an oral 5-HT1F agonist (lasmiditan) for the acute treatment of migraine. CoLucid has completed the first of two pivotal Phase 3 trials. A data read-out for the second Phase 3 trial, SPARTAN, is expected in the second half of 2017. If this trial is positive, submission of lasmiditan for U.S. regulatory approval could occur in 2018.
- Lasmiditan is an important addition to Lilly's emerging pain management pipeline, which includes galcanezumab, a potential medicine in Phase 3 clinical development for the prevention of migraine and cluster headache. In addition, tanezumab is being studied, in collaboration with Pfizer, for the treatment of multiple pain indications, including osteoarthritis, lower back and cancer pain.
- Lasmiditan was originally discovered at Lilly and was out-licensed to CoLucid in 2005. Over the past 12 years, CoLucid has taken important steps to decrease the risk related to development and commercialization of lasmiditan as evident by the first positive Phase 3 trial. At the time lasmiditan was out-licensed, pain management was not a strategic area of focus for Lilly. Lilly has since reorganized its research and development efforts to focus on migraine as part of its emerging therapeutic area of pain.
Related: CNS diseases - Neurological diseases
Is general: Yes
