INDIANAPOLIS, Oct. 3, 2023
/PRNewswire/ -- Eli Lilly and Company (NYSE: LLY)
and POINT Biopharma Global, Inc. (NASDAQ: PNT) today announced
a definitive agreement for Lilly to acquire POINT, a
radiopharmaceutical company with a pipeline of clinical and
preclinical-stage radioligand therapies in development for the
treatment of cancer. Radioligand therapy can enable the precise
targeting of cancer by linking a radioisotope to a targeting
molecule that delivers radiation directly to cancer cells, enabling
significant anti-tumor efficacy while limiting the impact to
healthy tissue.
POINT's lead programs are in late-phase development.
PNT20021 is a prostate-specific membrane antigen (PSMA)
targeted radioligand therapy in development for patients with
metastatic castration-resistant prostate cancer (mCRPC) after
progression on hormonal treatment. Topline data from this study are
expected in the fourth quarter of 2023. PNT20031 is a
somatostatin receptor (SSTR) targeted radioligand therapy in
development for the treatment of patients with
gastroenteropancreatic neuroendocrine tumors (GEP-NETs). Beyond the
late-stage clinical pipeline, POINT has several additional programs
in earlier stages of clinical and preclinical development.
Additionally, POINT operates a 180,000-square-foot
radiopharmaceutical manufacturing campus in Indianapolis, as well as a radiopharmaceutical
research and development center in Toronto. These facilities will be utilized
alongside POINT's extensive network of supply chain partners for
sourcing radioisotopes and their precursors.
"Over the past few years, we have seen how well-designed
radiopharmaceuticals can demonstrate meaningful results for
patients with cancer and rapidly integrate into standards of care,
yet the field remains in the early days of the impact it may
ultimately deliver," said Jacob Van
Naarden, President of Loxo@Lilly, the oncology unit of Eli
Lilly and Company. "We are excited by the potential of this
emerging modality and see the acquisition of POINT as the beginning
of our investment in developing multiple meaningful radioligand
medicines for hard-to-treat cancers, as we have done in small
molecule and biologic oncology drug discovery and development. We
look forward to welcoming POINT colleagues to Lilly and working
together to build upon their achievements as we develop a pipeline
of meaningful new radioligand treatments for patients."
Joe McCann, Ph.D., CEO of POINT
added: "The combination of POINT's team, infrastructure and
capabilities with Lilly's global resources and experience could
significantly accelerate the discovery, development and global
access to radiopharmaceuticals. I look forward to a future where
patients all over the world can benefit from the new cancer
treatment options made possible by the joining of our two companies
today."
Terms of the Agreement
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
transaction has been approved by the boards of directors of both
companies.
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, and license transfer
approval from the U.S. Nuclear Regulatory 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 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.
For Lilly, Goldman Sachs & Co. LLC is acting as
exclusive financial advisor and Kirkland & Ellis LLP is
acting as legal counsel. For POINT, Centerview Partners LLC is
acting as exclusive financial advisor and Skadden, Arps, Slate,
Meagher & Flom LLP is acting as legal counsel.
About POINT Biopharma Global, Inc.
POINT Biopharma Global, Inc. is a globally focused
radiopharmaceutical company building a platform for the clinical
development and commercialization of radioligands that fight
cancer. POINT aims to transform precision oncology by combining a
portfolio of targeted radioligand assets, a seasoned management
team, an industry-leading pipeline, in-house manufacturing
capabilities, and secured supply for medical isotopes including
actinium-225 and lutetium-177. POINT's active clinical trials
include FRONTIER, a phase 1 trial for PNT2004, a pan-cancer program
targeting fibroblast activation protein-α (FAP-α), and SPLASH, the
phase 3 trial for PNT2002 for people with metastatic castration
resistant prostate cancer (mCRPC) after second-line hormonal
treatment. Learn more about POINT Biopharma Global, Inc. at
pointbiopharma.com.
About Lilly
Lilly unites caring with discovery to create medicines that make
life better for people around the world. We've been pioneering
life-changing discoveries for nearly 150 years, and today our
medicines help more than 51 million people across the globe.
Harnessing the power of biotechnology, chemistry and genetic
medicine, our scientists are urgently advancing new discoveries to
solve some of the world's most significant health challenges,
redefining diabetes care, treating obesity and curtailing its most
devastating long-term effects, advancing the fight against
Alzheimer's disease, providing solutions to some of the most
debilitating immune system disorders, and transforming the most
difficult-to-treat cancers into manageable diseases. With each step
toward a healthier world, we're motivated by one thing: making life
better for millions more people. That includes delivering
innovative clinical trials that reflect the diversity of our world
and working to ensure our medicines are accessible and affordable.
To learn more,
visit Lilly.com and Lilly.com/news or follow us
on Facebook, Instagram, Twitter and LinkedIn. C-LLY
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements
regarding Lilly's proposed acquisition of POINT,
including regarding prospective benefits of the proposed
acquisition and radioligand therapies, regarding the anticipated
occurrence, manner and timing of the proposed tender offer and the
closing of the proposed acquisition, regarding the company's
product candidates and ongoing clinical and preclinical
development, and regarding the accounting treatment of the
potential acquisition under GAAP and its potential impact on
Lilly's financial results and financial guidance. All statements
other than statements of historical fact are statements that could
be deemed forward-looking statements. Forward-looking
statements reflect current beliefs and expectations;
however, these statements involve inherent risks and
uncertainties, including with respect to consummating the
proposed acquisition and any competing offers or acquisition
proposals for POINT, drug research, development and
commercialization, Lilly's evaluation of the accounting
treatment of the potential acquisition and its potential impact on
its financial results and financial guidance, uncertainties as to
how many of POINT's stockholders will tender their stock in the
tender offer, the effects of the proposed acquisition (or the
announcement thereof) on POINT's stock price, relationships with
key third parties or governmental entities, transaction costs,
risks that the proposed acquisition disrupts current plans and
operations or adversely affects employee retention, potentially
diverting management's attention from POINT's ongoing business
operations, changes in POINT's business during the period between
announcement and closing of the proposed acquisition, and any legal
proceedings that may be instituted related to the proposed
acquisition. Actual results could differ materially due to various
factors, risks and uncertainties. Among other things, there
can be no guarantee that the proposed acquisition will be completed
in the anticipated timeframe or at all, that the conditions
required to complete the proposed acquisition will be met, that any
event, change or other circumstance that could give rise to the
termination of the definitive agreement for the proposed
acquisition will not occur, that Lilly will realize the
expected benefits of the proposed acquisition, that product
candidates will be approved on anticipated timelines or at all,
that any products, if approved, will be commercially successful,
that Lilly's financial results will be consistent with its
expected 2023 guidance or that Lilly can reliably predict
the impact of the proposed acquisition on its financial results or
financial guidance. For further discussion of these and other
risks and uncertainties, see Lilly's and POINT's most recent
Form 10-K and Form 10-Q filings with the United States
Securities and Exchange Commission (the "SEC"). Except as
required by law, neither Lilly nor POINT undertakes any duty to
update forward-looking statements to reflect events after the date
of this press release.
Additional Information about the Acquisition and Where to
Find It
The tender offer for the outstanding shares of POINT described
in this communication has not yet commenced. This communication is
for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell any securities, nor is it a
substitute for the tender offer materials that Lilly and
its acquisition subsidiary will file with the SEC upon
commencement of the tender offer. A solicitation and offer to buy
outstanding shares of POINT will only be made pursuant to the
tender offer materials that Lilly and its acquisition subsidiary
intend to file with the SEC. At the time the tender offer is
commenced, Lilly and its acquisition subsidiary will file
tender offer materials on Schedule TO, and POINT will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
the SEC with respect to the tender offer. THE TENDER
OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
INVESTORS AND STOCKHOLDERS OF POINT ARE URGED TO READ THESE
DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY
BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF
POINT SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES OF COMMON STOCK IN THE TENDER OFFER. The
tender offer materials (including the Offer to Purchase and the
related Letter of Transmittal), as well as the
Solicitation/Recommendation Statement, will be made available to
all stockholders of POINT at no expense to them at Lilly's website
at investor.lilly.com and (once they become available) will be
mailed to the stockholders of POINT free of charge. The information
contained in, or that can be accessed through, Lilly's website is
not a part of, or incorporated by reference herein. The tender
offer materials (including the Offer to Purchase and the related
Letter of Transmittal), as well as the Solicitation/Recommendation
Statement, will also be made available for free on
the SEC's website at www.sec.gov. In addition
to the Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, Lilly and POINT
file annual, quarterly, and current reports, proxy statements and
other information with the SEC. You may read any reports,
statements or other information filed by Lilly and POINT
with the SEC for free on the SEC's website at www.sec.gov.
1 Partnered with Lantheus for exclusive worldwide
rights excluding certain territories of: Japan, South
Korea, China (including
Hong Kong, Macau and Taiwan), Singapore, and Indonesia.
Refer
to:
|
Jordan Bishop;
jordan.bishop@lilly.com; 317-473-5712 (Media)
|
|
Joe Fletcher;
jfletcher@lilly.com; 317-296-2884 (Investors)
|
|
Daniel Pearlstein;
investors@pointbiopharma.com (POINT Investors)
|
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SOURCE Eli Lilly and Company