Eli Lilly and Company (NYSE: LLY) (“Lilly”) and Loxo Oncology, Inc. (NASDAQ: LOXO) (“Loxo Oncology”) announcedon 2/1/19 the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with Lilly’s previously-announced tender offer to acquire all outstanding shares of Loxo Oncology for a purchase price of $235.00 per share in cash (the “Offer Price”), or approximately $8.0 billion.
Lilly’s wholly-owned subsidiary, Bowfin Acquisition Corporation, commenced the tender offer on January 17, 2019 and the tender offer is scheduled to expire one minute after 11:59 P.M., Eastern time, on February 14, 2019. The transaction is not subject to any financing condition and is expected to close by the end of the first quarter of 2019, subject to customary closing conditions, including the tender of a majority of the outstanding shares of Loxo Oncology’s common stock. The expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the transaction. Following the successful completion of the tender offer, Lilly will acquire any shares of Loxo Oncology that are not tendered into the tender offer through a second-step merger at the Offer Price.