Eli Lilly and Company (NYSE:LLY) entered into an agreement and plan of merger to acquire Dermira, Inc. (NasdaqGS:DERM) from a group of sellers for $1.1 billion on January 10, 2020. Under the terms of transaction, Eli Lilly and Company will acquire 54.7 million shares, options, restricted stock units and 3.00% Convertible Senior Notes due 2022 in cash tender offer for $18.75 per share. Following the successful closing of the tender offer, Lilly will acquire any shares of Dermira that are not tendered into the tender offer through a second-step merger at the tender offer price. Upon completion, Dermira, Inc. will become wholly owned subsidiary of Eli Lilly and Company. Dermira, Inc. will pay $40 million as termination fee.

The transaction is subject to condition as to a majority of shares of common stock then-outstanding being tendered in the offer, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, regulatory approvals, acceptance for payment all shares of Dermira common stock validly tendered and not properly withdrawn pursuant to the offer and other customary conditions. The consummation of the offer and merger is not subject to a financing condition. The transaction has been approved by the Board of Eli Lilly and Company and unanimously approved by the Board of Dermira, Inc. As of Jan 22, 2020, The Dermira Board unanimously recommends that the holders of Shares tender their Shares pursuant to the Offer. The offer will expire at one minute after 11:59 p.m., Eastern time, on the date that is 20 business days following the commencement date of the offer, unless extended in accordance with the terms of the offer and the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission. The transaction is expected to be completed by the end of first quarter of 2020. As of January 22, 2020, Eli Lilly and Company commenced the tender offer. The offer will expire on February 19, 2020 unless the offer is extended or terminated earlier. The waiting period applicable to the offer under the HSR Act expired effective February 10, 2020. The offer and related withdrawal rights expired on February 19, 2020 and was not extended.

Raymond O. Gietz, Aileen J. Kim, Helyn Goldstein, Amy Rubin, Jennifer Britz, Jeffrey Osterman, Eric D. Remijan, John B. O'Loughlin, Jr., Adena Kleiner, Vadim M. Brusser and Matthew J. Gilroy of Weil, Gotshal & Manges acted as legal advisors for Eli Lilly and Company. Douglas Cogen, Matthew Cantor, Scott Spector, Elizabeth Gartland, Nicholas Frey, Laura McIntyre, Stefano Quintini, Daniel Becker, Mark Ostrau, William Skinner and David K. Michaels of Fenwick & West LLP acted as legal advisors to Dermira, Inc. Citigroup Global Markets Canada Inc. and SVB Leerink LLC acted as financial advisors and fairness opinion providers to Dermira, Inc. Evercore Group L.L.C. acted as financial advisor to Eli Lilly and Company. Warren S. de Wied of Fried Frank acted as legal advisor to SVB Leerink LLC. Dermira has agreed to pay Citi for its services an aggregate fee of approximately $15.34 million, $2 million of which became payable upon delivery of Citi's opinion, and the remainder of which is contingent upon the consummation of the transaction. Dermira has agreed to pay SVB Leerink an aggregate fee estimated as of the announcement of the transaction to be approximately $10.22 million, $1 million of which became payable upon the rendering of SVB Leerink's opinion and the remainder of which is payable contingent upon consummation of the transaction.

Eli Lilly and Company (NYSE:LLY) completed the acquisition of 74.8% stake in Dermira, Inc. (NasdaqGS:DERM) from a group of sellers on February 19, 2020. The Minimum Tender Condition has been satisfied. Following the merger, all shares ceased trading prior to the opening of trading on The Nasdaq Stock Market on February 20, 2020 and will be delisted from The Nasdaq Stock Market and deregistered under the Exchange Act. As a result of the Merger, Dermira became a wholly-owned subsidiary of Lilly. Upon-closing, Eugene A. Bauer, David E. Cohen, Fred Craves, Matthew Fust, Halley E. Gilbert, Mark McDade, Jake Nunn, William Ringo, Kathleen Sebelius and Thomas G. Wiggans each resigned from his or her respective position as a member of the Dermira Board of Directors and any committee thereof. Computershare Trust Company, N.A., the depositary for the Offer, advised Eli Lilly.