Healthcare Industry News: ICOS Corp
News Release - January 25, 2007
ICOS Shareholders Vote to Approve Merger With Eli Lilly
BOTHELL, Wash.--(HSMN NewsFeed)--ICOS Corporation (ICOS) (NASDAQ:ICOS ) announced that, at a special meeting of shareholders held today, its shareholders approved the revised Agreement and Plan of Merger whereby Eli Lilly and Company (NYSE:LLY ) will acquire all of the outstanding stock of ICOS for a purchase price of $34 per share in cash.There was a strong turnout at the meeting, with 77.0 percent of the shares voted cast in support of the merger. The report of the independent inspector of election showed that 84.9 percent of the outstanding shares voted on the merger proposal: 43.1 million shares voted FOR the proposal (65.4 percent of shares outstanding); 12.7 million shares voted against (19.2 percent of the outstanding); 0.2 million shares voted to abstain on the proposal (0.3 percent of the outstanding); and, 9.9 million shares not voted on the merger proposal (15.1 percent of the outstanding). On the record date, there were 65,891,226 shares of ICOS common stock outstanding and entitled to vote at the special meeting.
"We are pleased that this transaction has been approved, as we believe it represents attractive value for ICOS shareholders," said Paul Clark, ICOS chairman, president and chief executive officer. "The value our employees have created is the result of years of innovation and hard work to build a highly skilled organization that has produced a best-in-class product with nearly $1 billion in sales, and achieved profitability in an industry where few companies ever do."
Closing of the transaction is expected to occur on January 29, 2007.
Merrill Lynch & Co. acted as financial advisor, Latham & Watkins LLP acted as legal advisor, and MacKenzie Partners, Inc. acted as proxy solicitation advisors to ICOS in connection with the transaction.
About ICOS Corporation:
ICOS Corporation, a biotechnology company headquartered in Bothell, Washington, is dedicated to bringing innovative therapeutics to patients.
Except for historical information contained herein, this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause our results and the timing and outcome of events to differ materially from those expressed in or implied by the forward-looking statements, including risks associated with product commercialization, research and clinical development, regulatory approvals, manufacturing, collaboration arrangements, liquidity, competition, intellectual property claims, litigation and other risks detailed in our latest Quarterly Report on Form 10-Q and our other public filings with the Securities and Exchange Commission.
The forward-looking statements contained in this press release represent our judgment as of the date of this release. We undertake no obligation to publicly update any forward-looking statements.
Source: ICOS Corp
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