NEW YORK--(BUSINESS WIRE)--
ImClone Systems Incorporated (NASDAQ: IMCL) announced today that
it has entered into a merger agreement with Eli Lilly and Company
(NYSE: LLY), pursuant to which Lilly has agreed to commence a tender
offer for no less than a majority of the issued and outstanding shares
of ImClone common stock at a net price per share of $70 in cash.
Assuming that the tender offer is successful, the merger agreement
provides that the tender offer will be followed by a merger pursuant
to which ImClone would be acquired by Lilly. ImClone stockholders who
did not tender would receive the same consideration as the tendering
stockholders. This transaction represents a premium of 51% to the
closing price of $46.44 per share on July 30, 2008, one day prior to
the announcement of Bristol-Myers Squibb's ("BMS") offer for ImClone
and represents a $10 premium to BMS's offer of $60 and an $8 premium
to BMS's proposed tender offer price of $62.
In addition to the minimum tender requirement, the transaction is
subject to customary closing conditions, including regulatory
approvals.
Carl Icahn, Chairman of ImClone's Board of Directors stated: "We
are extremely pleased to be able to present our stockholders with an
offer that, if accepted, will bring them $70 per share in cash. I
would like to thank the stockholders who have been supportive of me
and the new directors who replaced the old regime."
"We came on board after a proxy contest and consent solicitation
in which we criticized the old regime. Since then we were able to cut
costs, substantially improve our relationship with Bristol-Myers
Squibb and continue the expansion of the use of ERBITUX(R) in fighting
certain cancers while developing what is a promising pipeline."
"We feel that the Eli Lilly transaction vindicates our decision to
oppose in 2006 a potential transaction in which the Company would have
been sold at approximately $36 per share which the prior board
favored."
"Finally, I want to thank my fellow Board members and ImClone
employees for their help in bringing this transaction to fruition. I
especially want to acknowledge the roles of Alex Denner and Richard
Mulligan, two Board members, for their yeoman service to ImClone after
the proxy contest to help turn the Company around." Mr. Icahn
concluded by stating that "while it is easy to hurl stones, all
stockholders owe a debt of gratitude to Sam Waksal without whose
dedication and perseverance neither ERBITUX nor our great pipeline
would exist."
John H. Johnson, ImClone's Chief Executive Officer, said, "This
combination delivers compelling and certain value to ImClone
stockholders."
About ImClone Systems
ImClone Systems Incorporated is a fully integrated global
biopharmaceutical company committed to advancing oncology care by
developing and commercializing a portfolio of targeted biologic
treatments designed to address the medical needs of patients with a
variety of cancers. The Company's research and development programs
include growth factor blockers and angiogenesis inhibitors. ImClone
Systems' headquarters and research operations are located in New York
City, with additional administration and manufacturing facilities in
Branchburg, New Jersey. For more information about ImClone Systems,
please visit the Company's web site at http://www.imclone.com.
Important Information about the Press Release
The tender offer referred to in this press release has not
commenced and this press release is neither an offer to buy nor
invitation to purchase any securities, or an offer to sell any
securities. This does not constitute a recommendation as to any tender
offer nor does this communication constitute a solicitation of any
vote or approval.
Investors and security holders are urged to read any disclosure
documents filed with the SEC including any tender offer statement and
ImClone Systems' recommendation when it is available because they
contain important information. Investors and security holders will be
able to obtain a free copy of the disclosure documents and
recommendation (when they are available) and other documents filed
with the SEC at the SEC's website at www.sec.gov or from ImClone
Systems at its office at 180 Varick Street, New York, NY 10014
Forward Looking Information
Certain matters discussed in this news release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and the Federal securities
laws. Although the Company believes that the expectations reflected in
such forward-looking statements are based upon reasonable assumptions
it can give no assurance that its expectations will be achieved.
Forward-looking information is subject to certain risks, trends and
uncertainties that could cause actual results to differ materially
from those currently expected. Many of these factors are beyond the
Company's ability to control or predict. Important factors that may
cause actual results to differ materially and could impact the Company
and the statements contained in this news release can be found in the
Company's filings with the Securities and Exchange Commission,
particularly those factors identified as "risk factors" in the
Company's most recent annual report of Form 10-K and in its quarterly
reports on Form 10-Q and current reports on Form 8-K. For
forward-looking statements in this news release, the Company claims
the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. The
Company assumes no obligation to update or supplement any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by law.
ImClone Systems Incorporated
Corporate Communications
Tracy Henrikson, 908-243-9945
MEDIA@IMCLONE.COM
or
Corporate Communications
Rebecca Gregory, 646-638-5058
Source: ImClone Systems Incorporated
