Eli Lilly and Company (NYSE:LLY) entered into a definitive agreement to acquire DICE Therapeutics, Inc. (NasdaqGM:DICE) from RA Capital Healthcare Fund, L.P. and RA Capital Healthcare Fund, L.P., funds managed by RA Capital Management, L.P., J. Kevin Judice and others for $2.3 billion on June 18, 2023. Pursuant to the agreement, Eli Lilly and Company will commence a cash tender offer to purchase all of the outstanding shares of common stock of DICE Therapeutics at a price of $48 per share, net to the seller in cash, without interest, and subject to applicable withholding taxes. 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. Upon termination of the agreement under specified circumstances DICE Therapeutics may be required to pay Eli Lilly and Company a termination fee of $92 million.

Consummation of the offer is subject to various conditions, including a majority of Shares then-outstanding being tendered in the offer and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The consummation of the Offer and Merger is not subject to a financing condition. The Board of Directors of DICE Therapeutics unanimously approved the transaction. The Board of Directors of Eli Lilly and Company approved the transaction. The transaction is expected to close in the third quarter of 2023. Michael P. Brueck and Chelsea N. Darnell of Kirkland & Ellis LLP acted as legal advisor to Eli Lilly and Company. Matthew Rossiter, Douglas N. Cogen and David K. Michaels of Fenwick & West LLP acted as legal advisor to DICE Therapeutics. For DICE, Centerview Partners LLC is acting as exclusive financial advisor and fairness opinion provider.