Eli Lilly Collaborate with Sanford-Burnham Medical Research Institute to Investigate Immunological Therapies
May 15 15
Eli Lilly and Company and Sanford-Burnham Medical Research Institute, announced that they will collaborate to discover and develop immunological therapies. Lilly and Sanford-Burnham will investigate potential therapeutics using biotechnology approaches in targeting multiple immune checkpoint modulators for the treatment of immunological diseases such as lupus, Sjogren's Syndrome, inflammatory bowel disease and other autoimmune disorders. The comprehensive research collaboration will utilise Lilly's biotechnology capabilities and expertise in immunology, and Sanford-Burnham's expertise in understanding the fundamental cellular pathways regulating the immune system focusing on the immune checkpoint networks. This high degree of interaction is intended to allow the organizations to flexibly and efficiently advance projects to clinical investigation.
Eli Lilly and Company Announces Cash Tender Offer for Up to $1.6 Billion Aggregate Principal Amount of its Outstanding Debt Securities and the Redemption of its 6.57% Notes Due 2016
May 12 15
Eli Lilly and Company announced that it has commenced a cash tender offer for up to $1.6 billion aggregate principal amount of specified series of its outstanding debt. Pursuant to the tender offer, Lilly is offering to purchase, under certain conditions and subject to certain limitations, its 5.55% Notes due 2037, 4.650% Notes due 2044, 5.950% Notes due 2037, 5.50% Notes due 2027, 6.77% Notes due 2036, 7.125% Notes due 2025 and 5.20% Notes due 2017. The early tender date is 5:00 p.m., New York City time, on May 27, 2015, unless extended. The expiration date of the tender offer is 11:59 p.m., New York City time, on June 10, 2015, unless extended or earlier terminated. The terms, conditions and limitations of the tender offer are described in the Offer to Purchase dated May 12, 2015. Holders of notes must validly tender and not validly withdraw their notes before the early tender date to be eligible to receive the total consideration. Tendered notes may only be withdrawn prior to 5:00 p.m., New York City time, on May 27, 2015. Notes tendered after the withdrawal date and before the expiration date may not be withdrawn. Subject to the tender cap, tendered notes will be accepted in the order of the acceptance priority levels, except that the aggregate principal amount of the 5.20% Notes will not exceed the 5.20% note cap. Lilly reserves the right, but is not obligated, to increase the tender cap or the 5.20% note cap. Tenders of 5.55% Notes, 4.650% Notes, 5.950% Notes, 5.50% Notes and 5.20% Notes will be accepted only in principal amounts equal to $2,000 and integral multiples of $1,000 in excess thereof. Tenders of 6.77% Notes and 7.125% Notes will be accepted only in principal amounts equal to $1,000 and integral multiples thereof. The total consideration for each $1,000 principal amount of notes tendered and accepted for payment by Lilly pursuant to the tender offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified in the table above for each series of the notes over the yield based on the bid-side price of the U.S. Treasury Security specified in the table above, as calculated by Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC for the tender offer at 11:30 a.m., New York City time, on May 28, 2015. Holders of notes who validly tender their notes after the early tender date will, if such notes are accepted by Lilly, receive the tender consideration, which is equal to the total consideration minus $30 per $1,000 principal amount of notes tendered by such holders and accepted for purchase by Lilly. Accrued and unpaid interest up to, but excluding, the applicable settlement date will be paid in cash on all validly tendered notes accepted and purchased by Lilly in the tender offer. Lilly reserves the right, but is under no obligation, at any point following the early tender date and before the expiration date of the tender offer, to accept for purchase any notes validly tendered at or prior to the early tender date. The initial settlement date will be determined at Lilly's option and is currently expected to occur on June 5, 2015. Regardless of whether Lilly chooses to exercise its option to have an initial settlement date, Lilly will purchase any remaining notes that have been validly tendered by the expiration date of the tender offer and accepted for purchase (subject to the tender cap, the 5.20% note cap and the application of the acceptance priority levels), promptly following the expiration date of the tender offer. All notes validly tendered and not validly withdrawn before the early tender date having a higher acceptance priority level will be accepted (subject to the tender cap and the 5.20% note cap) before any tendered notes having a lower acceptance priority level, and all notes validly tendered after the early tender date having a higher acceptance priority level will be accepted (subject to the tender cap and the 5.20% note cap) before any notes tendered after the early tender date having a lower acceptance priority level. However, notes validly tendered and not validly withdrawn on or before the early tender date will be accepted for purchase (subject to the tender cap and the 5.20% note cap) in priority to other notes tendered after the early tender date, even if such notes tendered after the early tender date have a higher acceptance priority level than notes tendered prior to the early tender date. Notes accepted for purchase in accordance with the terms and conditions of the tender offer may be subject to proration (rounded down to avoid the purchase of notes in a principal amount other than in integral multiples of $1,000), so that Lilly will only accept for purchase notes in an aggregate principal amount up to the tender cap, including the maximum amount of 5.20% Notes that may be purchased pursuant to the 5.20% note cap. If purchasing all of the tendered notes of a series of notes of an applicable acceptance priority level on any settlement date would cause the tender cap or the 5.20% note cap to be exceeded, the amount of that series of notes purchased on that settlement date will be prorated based on the aggregate principal amount of that series of notes tendered in respect of that settlement date such that the tender cap and the 5.20% note cap will not be exceeded. Furthermore, if the tender offer is fully subscribed as of the early tender date, holders who validly tender notes after the early tender date will not have their notes accepted for payment. The offer for each series of notes is conditioned upon the satisfaction of certain conditions, including the completion of an offering of debt securities by Lilly on terms and conditions satisfactory to Lilly that results in the receipt of net proceeds that is sufficient to pay the consideration for all tendered notes validly tendered (and not validly withdrawn) and accepted for purchase by Lilly, plus related fees and expenses. The offer is not conditioned on a minimum principal amount of notes being tendered nor the consummation of any other offer. Each offer may be amended, extended, terminated or withdrawn separately. Lilly has retained Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC to serve as lead dealer managers for the tender offer and has retained D.F. King & Co. Inc. to serve as tender agent and information agent for the tender offer.
Eli Lilly and Company and BioNTech AG Announces Research Collaboration on Novel Cancer Immunotherapies
May 11 15
Eli Lilly and Company and BioNTech AG announced they have entered into a research collaboration to discover novel cancer immunotherapies. The companies will seek to use the power of the body's own immune system to attack cancer cells and create possible new treatment options for cancer patients. Leveraging the scientific expertise between the two organizations, Lilly and BioNTech will collaborate to identify and validate novel tumor targets and their corresponding T cell receptors (TCRs) in one or more types of cancer. These tumor targets and TCRs may then be engineered and developed into potent and selective cancer therapies. Under the terms of the agreement, BioNTech will receive a $30 million signing fee. For each potential medicine, BioNTech could receive over $300 million in development, regulatory and commercial milestones. If successfully commercialized, BioNTech would also be eligible for tiered royalty payments up to double-digits. In addition, subject to the terms of the agreement, Lilly will make a $30 million equity investment in BioNTech's subsidiary, Cell & Gene Therapies GmbH, which specializes in the research and development of TCR and chimeric antigen receptor immunotherapeutics. Further financial terms were not disclosed.