Lilly and ImClone have previously announced that they had reached a definitive merger agreement for Lilly to acquire ImClone. There is no financing condition to the tender offer.
The tender offer is subject to certain conditions, including a minimum share tender condition, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other governmental approvals.
Unless the tender offer is extended, the tender offer and any withdrawal rights to which ImClone’s shareholders may be entitled will expire on November 20, 2008. Following the acceptance for payment of shares in the tender offer and completion of the transactions contemplated in the merger agreement, ImClone will become a wholly-owned subsidiary of Lilly.