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ImClone
Systems Incorporated
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Nasdaq:IMCL
NASDAQ
100
ImClone Systems Incorporated
is a biopharmaceutical company whose mission is to advance oncology care
by developing a portfolio of targeted biologic treatments designed to address
the medical needs of patients with a variety of cancers. The Company's
lead product candidate, Erbitux (cetuximab), is a therapeutic monoclonal
antibody that inhibits stimulation of epidermal growth factor receptor
upon which certain solid tumors depend in order to grow.
http://www.imclone.com/
Lilly
to Acquire ImClone Systems in $6.5 Billion Transaction
INDIANAPOLIS and NEW
YORK, Oct. 6 /PRNewswire-FirstCall/ -- Eli Lilly and Company (NYSE: LLY
- News) and ImClone Systems Inc. (Nasdaq: IMCL - News) today announced
that the boards of directors of both companies have approved a definitive
merger agreement under which Lilly will acquire ImClone through an all
cash tender offer of $70.00 per share, or approximately $6.5 billion. The
offer represents a premium of 51 percent to ImClone's closing stock price
on July 30, 2008, the day before an acquisition offer for ImClone was made
public. ImClone's board recommends that ImClone's shareholders tender their
shares in the tender offer. Additionally, certain entities associated with
ImClone's chairman, Carl C. Icahn, holding approximately 14 percent of
ImClone's outstanding common stock, have agreed to tender their shares
in the tender offer.
This strategic combination
will create one of the leading oncology franchises in the biopharmaceutical
industry, offering both targeted therapies and oncolytic agents along with
a pipeline spanning all phases of clinical development. The combined oncology
portfolio will target a broader array of solid tumor types including lung,
breast, ovarian, colorectal, head and neck, and pancreatic, positioning
Lilly to pursue treatments of multiple cancers. Combining with ImClone
will further strengthen Lilly's growing portfolio of first-in-class and
best-in-class pharmaceutical products, enabling Lilly to better support
oncologists, with the ultimate goal of delivering better outcomes for cancer
patients. Importantly, the combination also expands Lilly's biotechnology
capabilities. ImClone's state-of-the-art development and commercial manufacturing
facility will provide significant flexibility to develop and manufacture
complex biomolecules.
"We think very highly
of ImClone's ground-breaking work in oncology, particularly its success
with ERBITUX®, a blockbuster targeted cancer therapy, and its ability
to advance promising biotech molecules in its pipeline," said John C. Lechleiter,
Ph.D., Lilly's president and chief executive officer. "We are excited about
the possibilities of improving outcomes for individual patients and building
value for shareholders. This transaction will broaden our portfolio of
marketed cancer therapies and boost Lilly's oncology pipeline with up to
three promising targeted therapies in Phase III in 2009. By bringing together
ImClone's and Lilly's marketed oncology products, pipelines, and biotech
capabilities, we are taking a very important step forward in addressing
the challenges of patent expirations we will face early in the next decade.
We look forward to working with the ImClone team and their partners to
ensure a smooth transition."
John H. Johnson, ImClone's
chief executive officer, said "We believe this is an important step forward
in ImClone's and Lilly's shared goal of addressing the medical needs of
cancer patients around the world. The significant progress ImClone has
made over the last few years is a direct result of the important contributions
of our employees, and joining forces at this stage of our growth will allow
us to leverage Lilly's global capabilities and make even greater advancements
in our proprietary pipeline."
ERBITUX is marketed by
ImClone's two partners, Merck KGaA and Bristol- Myers Squibb (BMS), and
ImClone co-promotes ERBITUX in North America together with BMS. ERBITUX
is indicated as both a single agent and with chemotherapy for certain types
of colorectal cancers and as a single agent or in combination with radiation
therapy for head and neck cancers. In 2007, worldwide sales of ERBITUX
grew 18 percent to approximately $1.3 billion.
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