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Date: December 18, 2006
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Immediately
Phil Belt (317-276-2506)
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Lilly Announces Amendment to
Merger Agreement with ICOS
Purchase price now set at $34 per
share
Lilly confirms that this is its
best and final offer
INDIANAPOLIS,
IN, December 18, 2006 — Eli Lilly and Company (NYSE:
LLY) today announced that it has reached agreement with ICOS
Corporation (NASDAQ: ICOS) to amend the merger agreement relating
to the proposed acquisition of ICOS by Lilly. Under the revised
terms, Lilly will acquire all of the outstanding shares of ICOS
common stock at a price of $34 per share, for a total purchase
price of approximately $2.3 billion.
The proposed
$34 price reflects a $2 per share increase from the $32 per share
pursuant to the original merger agreement, and Lilly is affirming
that this is its best and final offer.
“We are
confident that ICOS shareholders will recognize the substantial
value and the certainty that Lilly is offering,” said Sidney
Taurel, Lilly chairman and chief executive officer. “We
believe this transaction delivers significant value to ICOS
shareholders, and it is our final offer.”
The boards of
directors of both companies have unanimously approved the revised
merger agreement.
A revised proxy
statement reflecting the changes in the terms of the proposed
transaction will be mailed to ICOS shareholders. In order to give
ICOS shareholders a full opportunity to review the revised proxy
statement, ICOS will adjourn the special meeting of ICOS
shareholders to vote on the merge
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