Lilly Announces the Early Results of Its Cash Tender Offer

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May 28, 2015, 08:00 ET

INDIANAPOLIS, May 28, 2015 /PRNewswire/ -- Eli Lilly and Company (NYSE: LLY) announced today that pursuant to its previously announced cash tender offer for up to $1.6 billion aggregate principal amount (the "tender cap") of specified series of its outstanding debt, approximately $1.45 billion in aggregate principal amount of the notes listed in the table below were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on May 27, 2015, the early tender date for the offer.

The table below sets forth the aggregate principal amount of each series of notes subject to the tender offer that were validly tendered and not validly withdrawn on or prior to the early tender date.

Title of Security	CUSIP No	Acceptance Priority Level	Principal Amount Outstanding	Principal Amount Tendered	Approximate Percentage of Outstanding Amount Tendered	Anticipated Principal Amount to be Accepted
5.55% Notes due 2037	532457 BA5	1	$ 800,000,000	$ 270,313,000	33.79%	$ 270,313,000
4.650% Notes due 2044	532457 BG2	2	$ 400,000,000	$ 311,573,000	77.89%	$ 311,573,000
5.950% Notes due 2037	532457 BC1	3	$ 400,000,000	$ 103,866,000	25.97%	$ 103,866,000
5.50% Notes due 2027	532457 AZ1	4	$ 700,000,000	$ 253,887,000	36.27%	$ 253,887,000
6.77% Notes due 2036	532457 AP3	5	$ 286,000,000	$ 91,040,000	31.83%	$ 91,040,000
7.125% Notes due 2025	532457 AM0	6	$ 301,370,000	$ 48,770,000	16.18%	$ 48,770,000
5.20% Notes due 2017	532457 BB3	7	$ 1,000,000,000	$ 370,030,000	37.00%	$ 370,030,000

Subject to the terms and conditions of the tender offer, Lilly expects it will accept for purchase all of the notes validly tendered and not validly withdrawn on or prior to the early tender date. The settlement date for the notes accepted by Lilly in connection with the early tender date currently is expected to be on June 5, 2015.

Lilly expects to determine the pricing terms of the tender offer at 11:30 a.m., New York City time, on May 28, 2015. The tender offer is scheduled to expire at 11:59 p.m., New York City time, on June 10, 2015, unless extended or earlier terminated.

Holders of notes subject to the tender offer who validly tendered and did not validly withdraw their notes on or prior to the early tender date are eligible to receive the total consideration, which includes an early tender premium of $30 per $1,000 principal amount of notes tendered by such holders and accepted for purchase by Lilly. Accrued interest up to, but not including, the settlement date will be paid in cash on all validly tendered notes accepted and purchased by Lilly in the tender offer.

In accordance with the terms of the tender offer, the withdrawal date was 5:00 p.m., New York City time, on May 27, 2015. As a result, tendered notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

The tender offer is being conducted upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 12, 2015, and the related Letter of Transmittal.

Lilly has retained Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC to serve as lead dealer managers for the tender offer and has retained D.F. King & Co., Inc. to serve as tender agent and information agent for the tender offer.

Requests for documents relating to the tender offer may be directed to D.F. King & Co., Inc. by telephone at (877) 297-1747, by email at [email protected] or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005. Questions regarding the tender offer may be directed to Deutsche Bank Securities Inc. at (866) 627-0391 or to J.P. Morgan Securities LLC at (866) 834-4666.

This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of Lilly by the dealer managers, or one or more registered brokers or dealers under the laws of such jurisdiction. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any such securities will be offered only by means of a prospectus, including a prospectus supplement relating to such securities, meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

About Eli Lilly and Company
Lilly is a global healthcare leader that unites caring with discovery to 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 at www.lilly.com and newsroom.lilly.com/social-channels. (F-LLY)

This press release contains management's current intentions and expectations for the future, all of which are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words "estimate," "project," "intend," "expect," "believe," "target," and similar expressions are intended to identify forward-looking statements, including but not limited to statements about the terms and conditions of, and the completion of, the tender offer. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of Lilly, that may cause its actual results to differ materially from those indicated in its forward-looking statements. For a further discussion of these risks and uncertainties, please see Lilly's latest Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. Except as is required by law, Lilly expressly disclaims any obligation to publicly release any revisions to forward-looking statements to reflect events after the date of this release.