Eli Lilly and Company’s $1.6 Billion Acquisition of ARMO BioSciences, Inc.

Credit Suisse is acting as the exclusive financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Lilly in this transaction. Centerview Partners LLC is acting as lead financial advisor to ARMO BioSciences and the Board, and Jefferies LLC is providing financial advice to ARMO, and Gunderson Dettmer is acting as legal advisor to ARMO.

Eli Lilly and Company (NYSE: LLY) and ARMO BioSciences, Inc. (NASDAQ: ARMO) Entered in a definitive agreement for Lilly to acquire ARMO for $50 per share, or approximately $1.6 billion, in an all-cash transaction. ARMO BioSciences is a late-stage immuno-oncology company that is developing a pipeline of novel, proprietary product candidates designed to activate the immune system of cancer patients to recognize and eradicate tumors.

The acquisition will bolster Lilly’s immuno-oncology program through the addition of ARMO’s lead product candidate, pegilodecakin, a PEGylated IL-10 which has demonstrated clinical benefit as a single agent, and in combination with both chemotherapy and checkpoint inhibitor therapy, across several tumor types. Pegilodecakin is currently being studied in a Phase 3 clinical trial in pancreatic cancer, as well as earlier-Phase trials in lung and renal cell cancer, melanoma and other solid tumor types. ARMO also has a number of other immuno-oncology product candidates in various stages of pre-clinical development.

Under the terms of the agreement, Lilly will promptly commence a tender offer to acquire all shares of ARMO BioSciences for a purchase price of $50 per share in cash, or approximately $1.6 billion. The transaction is expected to close by the end of the second quarter of 2018, subject to customary closing conditions, including receipt of required regulatory approvals and the tender of a majority of the outstanding shares of ARMO’s common stock. Very shortly after the closing of the tender offer, Lilly will acquire any shares of ARMO that are not tendered into the tender offer through a second-step merger at the tender offer price.

This transaction will be reflected in Lilly’s reported results and financial guidance according to Generally Accepted Accounting Principles (GAAP), and is subject to customary closing conditions. There will be no change to Lilly’s 2018 non-GAAP earnings per share guidance as a result of this transaction.

ARMO BioSciences, Inc. operates as a bio-technology company. The company, led by Peter Van Vlasselaer, Herbert C Cross and Joseph Leveque, is based in Redwood City (CA).

The Gunderson team, included Andrew Luh (Picture), Marcia Hatch, Heidi Mayon, Sharon Hendricks, Gina Marek, Michael Richman, Albert Vanderlaan, Albert Yeh, Colin Conklin, Kelly Trimble, Laurel Fedder and Matt Weber.

 

Involved fees earner: Andrew Luh – Gunderson Dettmer; Marcia Hatch – Gunderson Dettmer; Heidi Mayon – Gunderson Dettmer; Albert Vanderlaan – Gunderson Dettmer; Albert Yeh – Gunderson Dettmer; Colin Conklin – Gunderson Dettmer; Matthew Weber – Gunderson Dettmer; Sharon Hendricks – Gunderson Dettmer; Michael Richman – Gunderson Dettmer; Laurel Fedder – Gunderson Dettmer; Gina Marek – Gunderson Dettmer; Kelly Trimble – Gunderson Dettmer;

Law Firms: Gunderson Dettmer;

Clients: ARMO BioSciences, Inc. ;