Eli Lilly and Company (NYSE:LLY) entered into a definitive agreement to acquire Loxo Oncology, Inc. (NasdaqGM:LOXO) from Aisling Capital III, L.P., a fund managed by Aisling Capital LLC and others for $7.2 billion on January 5, 2019. As part of the agreement, Eli Lilly and Company will commence a cash tender offer (the “Offer”) to purchase all of the outstanding shares of Loxo Oncology at a price of $235 per share (the “Offer Price”), net to the seller in cash, without interest, and subject to withholding taxes. In the merger, each outstanding share that is not tendered and accepted pursuant to the offer will be cancelled and converted into the right to receive the offer price, on the terms and conditions set forth in the merger agreement. The transaction will be funded with a combination of cash and debt. Between the signing and closing, Loxo Oncology and Lilly remain separate independent companies and Loxo Oncology will continue to run its business as usual. Following consummation of the offer, Loxo Oncology will operate as a wholly owned subsidiary of Eli Lilly and Company. If Loxo Oncology terminates the merger agreement under specified circumstances, Loxo Oncology may be required to pay Eli Lilly and Company a termination fee of $265 million. Consummation of the offer is subject to various conditions set forth in the merger agreement, including a majority of shares of Loxo Oncology 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 and Minimum Tender. The consummation of the offer and merger is not subject to a financing condition. The Board of Directors of Loxo Oncology has unanimously approved the transaction. Eli Lilly and Company’s Board of Directors has been approved the agreement. As on February 1, 2019, the parties announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to close in February 2019. As on January 7, 2019, the transaction is expected to close in first quarter of 2019. Raymond O. Gietz, Matthew J. Gilroy, Aileen Kim, Stephen Liebsche, Mario Carroll, Bilal Chaudhry, Helyn Goldstein, Eric Remijan, Amy Rubin, Amanda Rosenblum, Travis Bruno, Jeffrey Osterman, Lauren Springer, Caleb Small, Elizabeth Weiswasser, Aaron Pereira, Natalie Kennedy and John O’Loughlin of Weil, Gotshal & Manges LLP acted as legal advisors and Ross Hammerman, Glenn Rewick, Parul Jhunjhunwala, Friedrich von Schwedler, Greg Wiederrecht, Roman Lesko, Farzana Habib, Sophie Phillips, Andrew Pannu, Sipi Bhandari and Sean Reilly of Deutsche Bank Securities Inc. acted as financial advisor to Eli Lilly and Company. Effie Toshav, Douglas N. Cogen and David K. Michaels, Stephen Fisher, Andrew Murphy, Michelle Zheng, Rob Freedman, Julia Forbess, Michelle Fang, Stefano Quintini, Sophia Chen, Scott Spector, Matt Cantor, Nicholas Frey, Laura McIntyre, Sarah Ghulamhussain, Will Skinner, David de Ruig, Mark Ostrau and Ashley Walter of Fenwick & West LLP acted as legal advisors and Goldman Sachs & Co. LLC acted as financial advisor to Loxo Oncology and provided fairness opinion to Loxo Oncology Board. Todd Finger of McDermott Will & Emery LLP acted as legal advisor to Aisling Capital LLC. Andrew L. Bab, Samantha L. Berkovits and Claire Hansen Suni of Debevoise & Plimpton LLP advised Deutsche Bank as financial advisor to Eli Lily. Computershare Trust Company, NA acted as depository and American Stock Transfer & Trust Company, LLC acted as transfer agent to Loxo Oncology in the transaction. Georgeson LLC acted as information agent and Computershare Trust Company, NA acted as depository to Eli Lilly in the transaction. Philip Richter, Asiya M. Ubaid and Roy Tannenbaum of Fried Frank acted as legal counsels to Goldman Sachs. Loxo Oncology has agreed to pay Goldman Sachs & Co. LLC a cash transaction fee of $48 million. Loxo Oncology has previously paid Goldman Sachs a cash fee of $3 million that became payable upon execution of the Merger Agreement, which will be credited against the foregoing cash transaction fee.