INDIANAPOLIS and MENLO PARK, Calif., Jan. 10, 2020 /PRNewswire/ -- Eli Lilly and
Company (NYSE: LLY) and Dermira, Inc. (NASDAQ: DERM) today
announced a definitive agreement for Lilly to acquire Dermira for
$18.75 per share, or approximately
$1.1 billion, in an all-cash
transaction. Dermira is a biopharmaceutical company dedicated to
developing new therapies for chronic skin conditions.
The acquisition will expand Lilly's immunology pipeline with the
addition of lebrikizumab, a novel, investigational, monoclonal
antibody designed to bind IL-13 with high affinity that is being
evaluated in a Phase 3 clinical development program for the
treatment of moderate-to-severe atopic dermatitis in adolescent and
adult patients, ages 12 years and older. Lebrikizumab was granted
Fast Track designation from the U.S. Food and Drug Administration
(FDA) in December 2019. The
acquisition of Dermira will also expand Lilly's portfolio of
marketed dermatology medicines with the addition of
QBREXZA® (glycopyrronium) cloth, a medicated cloth
approved by the FDA for the topical treatment of primary axillary
hyperhidrosis (uncontrolled excessive underarm sweating).
"People suffering from moderate-to-severe atopic dermatitis have
significant unmet treatment needs, and we are excited about the
potential that lebrikizumab has to help these patients," said
Patrik Jonsson, Lilly senior vice
president and president of Lilly Bio-Medicines "The acquisition of
Dermira is consistent with Lilly's strategy to augment our own
internal research by acquiring clinical phase assets in our core
therapeutic areas and leveraging our development expertise and
commercial infrastructure to bring new medicines to patients. This
acquisition provides an opportunity to add a promising Phase 3
immunology compound for atopic dermatitis, while also adding an
approved dermatology treatment for primary axillary hyperhidrosis.
We look forward to completing the acquisition and continuing
Dermira's excellent work."
"Since Dermira's inception, we have been focused on applying
strong science to medical dermatology with the goal of finding new
ways to treat some of the most common skin conditions that affect
millions of people every year," said Tom
Wiggans, chairman and chief executive officer at Dermira.
"We are pleased that Lilly has recognized the progress we have made
and the opportunities for lebrikizumab and QBREXZA. We share with
Lilly a common interest in helping patients through the development
of innovative treatments and believe that patients and physicians
will benefit from the resources that Lilly can bring to maximize
the potential of our programs. We also believe this proposed
transaction is in the best interests of Dermira and our
stockholders and affirms the dedication and important groundwork
established by Dermira's talented employees since the founding of
the company nearly 10 years ago."
Under the terms of the agreement, Lilly will commence a tender
offer to acquire all outstanding shares of Dermira, Inc. for a
purchase price of $18.75 per share in
cash, or approximately $1.1 billion.
The transaction is not subject to any financing condition and is
expected to close by the end of the first quarter of 2020, subject
to customary closing conditions, including receipt of required
regulatory approvals and the tender of a majority of the
outstanding shares of Dermira's common stock. Following the
successful closing of the tender offer, Lilly will acquire any
shares of Dermira that are not tendered into the tender offer
through a second-step merger at the tender offer
price.
The purchase price represents a premium of approximately 86
percent to the 60-day volume-weighted average trading price of
Dermira's stock ending on January 9,
2020, the last trading day before the announcement of the
transaction. Dermira's Board of Directors unanimously recommends
that Dermira's stockholders tender their shares in the tender
offer. Additionally, certain Dermira stockholders,
beneficially owning approximately 13 percent of Dermira's
outstanding common stock, have agreed to tender their shares in the
tender offer.
This transaction will be reflected in Lilly's financial results
and financial guidance according to Generally Accepted Accounting
Principles (GAAP). Lilly will provide an update to its 2020
financial guidance, including the expected impact from the
acquisition of Dermira, as part of its fourth-quarter and full-year
2019 financial results announcement on January 30, 2020.
For Lilly, Evercore is acting as the exclusive financial advisor
and Weil, Gotshal & Manges LLP is acting as legal advisor in
this transaction. For Dermira, Citi is acting as lead financial
advisor, SVB Leerink is acting as financial advisor, and Fenwick
& West LLP is acting as legal advisor.
About lebrikizumab
Lebrikizumab is a novel,
investigational, monoclonal antibody designed to bind IL-13 with
very high affinity, specifically preventing the formation of the
IL-13Rα1/IL-4Rα heterodimer complex and subsequent signaling,
thereby inhibiting the biological effects of IL-13 in a targeted
and efficient fashion. IL-13 is believed to be a central pathogenic
mediator that drives multiple aspects of the pathophysiology
underlying the range of signs and symptoms of atopic dermatitis by
promoting type 2 inflammation and mediating its effects on tissue,
resulting in skin barrier dysfunction, itch, skin thickening and
skin pain.
About QBREXZA® (glycopyrronium) cloth
QBREXZA (pronounced kew brex' zah) is an anticholinergic indicated
for topical treatment of primary axillary hyperhidrosis in adult
and pediatric patients 9 years of age and older. QBREXZA is applied
directly to the skin and is designed to block sweat production by
inhibiting sweat gland activation. For more information
visit www.QBREXZA.com.
About Dermira
Dermira is a biopharmaceutical company
dedicated to bringing biotech ingenuity to medical dermatology by
delivering differentiated, new therapies to the millions of
patients living with chronic skin conditions. Dermira is committed
to understanding the needs of both patients and physicians and
using its insight to identify, develop and commercialize
leading-edge medical dermatology products. The company's approved
treatment, QBREXZA® (glycopyrronium) cloth, is indicated for
pediatric and adult patients (ages 9 and older) with primary
axillary hyperhidrosis (excessive underarm sweating). Please see
the QBREXZA prescribing information. Dermira is currently
evaluating lebrikizumab in a Phase 3 clinical development program
for the treatment of moderate-to-severe atopic dermatitis (a form
of eczema) and also has early-stage research and development
programs in other areas of dermatology. Dermira is headquartered in
Menlo Park, Calif. For more
information, please visit http://www.dermira.com. Follow
Dermira on Twitter, LinkedIn and Instagram.
About Eli Lilly and Company
Lilly is a global
healthcare leader that unites caring with discovery to create
medicines that make life better for people around the world. We
were founded more than a century ago by a man committed to creating
high-quality medicines that meet real needs, and today we remain
true to that mission in all our work. Across the globe, Lilly
employees work to discover and bring life-changing medicines to
those who need them, improve the understanding and management of
disease, and give back to communities through philanthropy and
volunteerism. To learn more about Lilly, please visit us at
www.lilly.com. C-LLY
Lilly Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements
about the benefits of Lilly's acquisition of Dermira,
Inc. ("Dermira") and regarding the anticipated timing of closing of
the transaction. It reflects
Lilly's current beliefs; however, as with any
such undertaking, there are substantial risks and uncertainties
in implementing the transaction and in drug development and
commercialization. Among other things, there can be
no guarantee that the transaction will be completed in the
anticipated timeframe, or at all, or that the conditions required
to complete the transaction will be met, that Lilly will
realize the expected benefits of the
transaction, that lebrikizumab will
be approved on the anticipated timeline or at all, or that
lebrikizumab or QBREXZA will be commercially successful. For
further discussion of these and other risks and uncertainties, see
Lilly'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, Lilly undertakes no duty to
update forward-looking statements to reflect events after the date
of this release.
Dermira Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements that
involve substantial risks and uncertainties, including statements
regarding the completion of the transactions contemplated by the
merger agreement and the anticipated timing thereof. These
statements deal with future events and involve known and unknown
risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different
from the information expressed or implied by these forward-looking
statements. Factors that could cause actual results to differ
materially include risks and uncertainties such as those relating
to the timing of the offer and the subsequent merger; the
possibility that various conditions to the consummation of the
offer or the merger may not be satisfied or waived; the effects of
disruption from the transactions contemplated by the merger
agreement on Dermira's business and the fact that the announcement
and pendency of the transactions may make it more difficult to
establish or maintain relationships with employees, suppliers and
other business partners; the risk that stockholder litigation in
connection with the offer or the merger may result in significant
costs of defense, indemnification and liability; and other
uncertainties pertaining to the business of Dermira, including
those set forth in the section entitled "Risk Factors" set forth in
Dermira's Annual Report on Form 10-K, Dermira's Quarterly Reports
on Form 10-Q and other filings Dermira makes with
the SEC from time to time for a discussion of important
factors that may cause actual results to differ materially from
those expressed or implied by Dermira's forward-looking statements.
Such forward-looking statements speak only as of the date of this
news release. Dermira undertakes no obligation to
publicly update any forward-looking statements or reasons why
actual results might differ, whether as a result of new
information, future events or otherwise, except as required by
law.
Additional Information about the Acquisition and Where to
Find It
The tender offer for the outstanding shares of Dermira
referenced in this communication has not yet commenced. This
announcement is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of
Dermira, 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. At the time the tender offer is
commenced, Lilly and its acquisition subsidiary will file tender
offer materials on Schedule TO, and Dermira 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. HOLDERS OF SHARES OF DERMIRA ARE URGED TO READ THESE
DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF DERMIRA SHARES SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES. The Offer to Purchase, the related Letter of Transmittal
and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to
all holders of shares of Dermira at no expense to them. The tender
offer materials and the Solicitation/Recommendation Statement will
be made available for free at the SEC's web site 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 Dermira file
annual, quarterly and special reports and other information with
the SEC. You may read and copy any reports or other
information filed by Lilly or Dermira at the SEC public reference
room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference room. Lilly's and
Dermira's filings with the SEC are also available to the public
from commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.
Refer to:
Mark Taylor; mark.taylor@lilly.com;
(317) 276-5795 (Lilly Media)
Kevin Hern;
hern_kevin_r@lilly.com; (317) 277-1838 (Lilly
Investors)
Erin Murphy; media@dermira.com;
(650) 422-7746 (Dermira Media)
Andrew Guggenhime;
investor@dermira.com; (650) 421-7200 (Dermira Investors)
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SOURCE Eli Lilly and Company