Lilly to acquire Dermira for $1.1 billion, expanding its portfolio of Phase 3 medicines with the addition of lebrikizumab, an IL-13antibody being studied in Phase 3 for the treatment of moderate-to-severe atopic dermatitis
Acquisition also includes QBREXZA, Dermira’s medicated cloth for primary axillary hyperhidrosis
INDIANAPOLISandMENLO PARK, Calif.,Jan. 10, 2020/PRNewswire/ —Eli Lilly and Company(NYSE: LLY) andDermira, Inc.(NASDAQ: DERM) today announced a definitive agreement for Lilly to acquireDermirafor$18.75per share, or approximately$1.1 billion, in an all-cash transaction.Dermirais a biopharmaceutical company dedicated to developing new therapies for chronic skin conditions.
The acquisition will expand Lilly’s immunology pipeline with the addition of lebrikizumab, a novel, investigational, monoclonal antibody designed to bind IL-13 with high affinity that is being evaluated in a Phase 3 clinical development program for the treatment of moderate-to-severe atopic dermatitis in adolescent and adult patients, ages 12 years and older. Lebrikizumab was granted Fast Track designation from theU.S. Food and Drug Administration(FDA) inDecember 2019. The acquisition ofDermirawill also expand Lilly’s portfolio of marketed dermatology medicines with the addition of QBREXZA®(glycopyrronium) cloth, a medicated cloth approved by theFDAfor the topical treatment of primary axillary hyperhidrosis (uncontrolled excessive underarm sweating).
“People suffering from moderate-to-severe atopic dermatitis have significant unmet treatment needs, and we are excited about the potential that lebrikizumab has to help these patients,” saidPatrik Jonsson, Lilly senior vice president and president of Lilly Bio-Medicines “The acquisition ofDermirais consistent with Lilly’s strategy to augment our own internal research by acquiring clinical phase assets in our core therapeutic areas and leveraging our development expertise and commercial infrastructure to bring new medicines to patients. This acquisition provides an opportunity to add a promising Phase 3 immunology compound for atopic dermatitis, while also adding an approved dermatology treatment for primary axillary hyperhidrosis. We look forward to completing the acquisition and continuingDermira’sexcellent work.”“Since Dermira’s inception, we have been focused on applying strong science to medical dermatology with the goal of finding new ways to treat some of the most common skin conditions that affect millions of people every year,” saidTom Wiggans, chairman and chief executive officer atDermira. “We are pleased that Lilly has recognized the progress we have made and the opportunities for lebrikizumab and QBREXZA. We share with Lilly a common interest in helping patients through the development of innovative treatments and believe that patients and physicians will benefit from the resources that Lilly can bring to maximize the potential of our programs. We also believe this proposed transaction is in the best interests ofDermiraand our stockholders and affirms the dedication and important groundwork established byDermira’stalented employees since the founding of the company nearly 10 years ago.”Under the terms of the agreement, Lilly will commence a tender offer to acquire all outstanding shares ofDermira, Inc.for a purchase price of$18.75per share in cash, or approximately$1.1 billion. The transaction is not subject to any financing condition and is expected to close by the end of the first quarter of 2020, subject to customary closing conditions, including receipt of required regulatory approvals and the tender of a majority of the outstanding shares ofDermira’scommon stock. Following the successful closing of the tender offer, Lilly will acquire any shares ofDermirathat are not tendered into the tender offer through a second-step merger at the tender offer price.The purchase price represents a premium of approximately 86 percent to the 60-day volume-weighted average trading price ofDermira’sstock ending onJanuary 9, 2020, the last trading day before the announcement of the transaction.Dermira’sBoard of Directors unanimously recommends thatDermira’sstockholders tender their shares in the tender offer. Additionally, certainDermirastockholders, beneficially owning approximately 13 percent ofDermira’soutstanding common stock, have agreed to tender their shares in the tender offer.This transaction will be reflected in Lilly’s financial results and financial guidance according to Generally Accepted Accounting Principles (GAAP). Lilly will provide an update to its 2020 financial guidance, including the expected impact from the acquisition ofDermira, as part of its fourth-quarter and full-year 2019 financial results announcement onJanuary 30, 2020.For Lilly,Evercoreis acting as the exclusive financial advisor andWeil, Gotshal & Manges LLPis acting as legal advisor in this transaction. ForDermira, Citi is acting as lead financial advisor,SVB Leerinkis acting as financial advisor, andFenwick & West LLPis acting as legal advisor.About lebrikizumabLebrikizumabis a novel, investigational, monoclonal antibody designed to bind IL-13 with very high affinity, specifically preventing the formation of the IL-13Rα1/IL-4Rα heterodimer complex and subsequent signaling, thereby inhibiting the biological effects of IL-13 in a targeted and efficient fashion. IL-13 is believed to be a central pathogenic mediator that drives multiple aspects of the pathophysiology underlying the range of signs and symptoms of atopic dermatitis by promoting type 2 inflammation and mediating its effects on tissue, resulting in skin barrier dysfunction, itch, skin thickening and skin pain.About QBREXZA®(glycopyrronium) clothQBREXZA (pronounced kew brex’ zah) is an anticholinergic indicated for topical treatment of primary axillary hyperhidrosis in adult and pediatric patients 9 years of age and older. QBREXZA is applied directly to the skin and is designed to block sweat production by inhibiting sweat gland activation. For more information visitwww.QBREXZA.com.AboutDermiraDermirais a biopharmaceutical company dedicated to bringing biotech ingenuity to medical dermatology by delivering differentiated, new therapies to the millions of patients living with chronic skin conditions.Dermirais committed to understanding the needs of both patients and physicians and using its insight to identify, develop and commercialize leading-edge medical dermatology products. The company’s approved treatment, QBREXZA® (glycopyrronium) cloth, is indicated for pediatric and adult patients (ages 9 and older) with primary axillary hyperhidrosis (excessive underarm sweating). Please see the QBREXZAprescribing information.Dermirais currently evaluating lebrikizumab in a Phase 3 clinical development program for the treatment of moderate-to-severe atopic dermatitis (a form of eczema) and also has early-stage research and development programs in other areas of dermatology.Dermirais headquartered inMenlo Park, Calif.For more information, please visithttp://www.dermira.com. FollowDermiraonTwitter,LinkedInandInstagram.AboutEli Lilly and CompanyLilly is a global healthcare leader that unites caring with discovery to create medicines that make life better for people around the world. We were founded more than a century ago by a man committed to creating high-quality medicines that meet real needs, and today we remain true to that mission in all our work. Across the globe, Lilly employees work to discover and bring life-changing medicines to those who need them, improve the understanding and management of disease, and give back to communities through philanthropy and volunteerism. To learn more about Lilly, please visit us atwww.lilly.com. C-LLY
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