ImClone Systems Announces Expiration of Hart-Scott-Rodino Waiting Period
NEW YORK, Nov. 5, 2008--(BUSINESS WIRE)--ImClone Systems Incorporated (NASDAQ: IMCL) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR), with respect to the tender offer for all of the outstanding shares of ImClone’s common stock at a price of $70.00 per share that was commenced by Alaska Acquisition Corporation, a wholly-owned subsidiary of Eli Lilly and Company (NYSE: LLY), expired at 11:59 p.m., New York City time, on November 3, 2008. The tender offer was commenced on October 14, 2008, pursuant to the previously announced Agreement and Plan of Merger by and among Lilly, Alaska Acquisition Corporation and ImClone.
The expiration of the HSR waiting period satisfies one of the conditions to the tender offer. Consummation of the tender offer remains subject to the tender of a majority of the outstanding shares of common stock of ImClone on a fully diluted basis and the satisfaction of certain other conditions.
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. ImClone’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.
Additional Information and Where to Find It
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell securities. The tender offer is being made pursuant to a tender offer statement on Schedule TO (including the offer to purchase, letter of transmittal and other related tender offer materials) that was filed by Eli Lilly and Company and Alaska Acquisition Corporation with the Securities and Exchange Commission (SEC) on October 14, 2008. In addition, on October 14, 2008, ImClone Systems Incorporated filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. These materials, as they may be amended from time to time, contain important information, including the terms and conditions of the offer, that should be read carefully before any decision is made with respect to the tender offer.
Investors and stockholders can obtain a free copy of these materials and other documents filed by Eli Lilly and Company, Alaska Acquisition Corporation and ImClone with the SEC at the website maintained by the SEC at www.sec.gov. The tender offer materials may also be obtained for free by contacting the information agent for the tender offer, Georgeson, at 212-440-9800 for banks and brokers and 1-800-262-1918 for stockholders and all others, or by writing to 199 Water Street, 26th floor, New York, NY 10038.
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. For forward-looking statements in this news release, other than those statements that relate to the tender offer, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
ImClone Systems Incorporated
Tracy Henrikson, 908-243-9945
Rebecca Gregory, 646-638-5058
Posted: November 2008