Eli Lilly to acquire Dice Therapeutics for $48 per share in cash

Eli Lilly (LLY) and Dice Therapeutics (DICE) announced a definitive agreement for Lilly to acquire Dice. Dice is a biopharmaceutical company that leverages its proprietary Delscape technology platform to develop novel oral therapeutic candidates, including oral IL-17 inhibitors currently in clinical development, to treat chronic diseases in immunology. Lilly will commence a tender offer to acquire all outstanding shares of DICE for a purchase price of $48 per share in cash payable at closing. The transaction has been approved by the boards of directors of both companies. The transaction is not subject to any financing condition and is expected to close in the third quarter, subject to customary closing conditions, including receipt of required antitrust clearance and the tender of a majority of the outstanding shares of Dice’s common stock. Following the successful closing of the tender offer, Lilly will acquire any shares of Dice that are not tendered in the tender offer through a second-step merger at the same consideration as paid in the tender offer. The purchase price payable at closing represents a premium of approximately 40% to the 30-day volume-weighted average trading price of Dice’s common stock ended on June 16, the last trading day before the announcement of the transaction. Dice’s board of directors unanimously recommends that Dices stockholders tender their shares in the tender offer. Lilly will determine the accounting treatment of this transaction as a business combination or an asset acquisition, including any related acquired in-process research and development charges, according to Generally Accepted Accounting Principles upon closing. This transaction will thereafter be reflected in Lilly’s financial results and financial guidance.