0000899243-20-005280.txt : 20200220 0000899243-20-005280.hdr.sgml : 20200220 20200220160028 ACCESSION NUMBER: 0000899243-20-005280 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200220 FILED AS OF DATE: 20200220 DATE AS OF CHANGE: 20200220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bald Eagle Acquisition Corp CENTRAL INDEX KEY: 0001799399 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36668 FILM NUMBER: 20634959 BUSINESS ADDRESS: STREET 1: C/O ELI LILLY & COMPANY STREET 2: LILLY CORPORATE CENTER CITY: INDIANAPOLIS STATE: IN ZIP: 46285 BUSINESS PHONE: 317-276-2000 MAIL ADDRESS: STREET 1: C/O ELI LILLY & COMPANY STREET 2: LILLY CORPORATE CENTER CITY: INDIANAPOLIS STATE: IN ZIP: 46285 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELI LILLY & Co CENTRAL INDEX KEY: 0000059478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36668 FILM NUMBER: 20634960 BUSINESS ADDRESS: STREET 1: LILLY CORPORATE CTR STREET 2: DROP CODE 1094 CITY: INDIANAPOLIS STATE: IN ZIP: 46285 BUSINESS PHONE: 3172762000 MAIL ADDRESS: STREET 1: LILLY CORPORATE CENTER STREET 2: DROP CODE 1094 CITY: INDIANAPOLIS STATE: IN ZIP: 46285 FORMER NAME: FORMER CONFORMED NAME: LILLY ELI & CO DATE OF NAME CHANGE: 19941024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dermira, Inc. CENTRAL INDEX KEY: 0001557883 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 273267680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 275 MIDDLEFIELD ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650 421 7200 MAIL ADDRESS: STREET 1: 275 MIDDLEFIELD ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-02-20 0 0001557883 Dermira, Inc. DERM 0001799399 Bald Eagle Acquisition Corp LILLY CORPORATE CENTER INDIANAPOLIS IN 46285 0 0 1 0 0000059478 ELI LILLY & Co LILLY CORPORATE CENTER INDIANAPOLIS IN 46285 0 0 1 0 Common Stock 2020-02-20 4 P 0 40926025 18.75 A 100 D Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Bald Eagle Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of January 10, 2020 (the "Merger Agreement"), with Dermira, Inc. (the "Issuer"), pursuant to which Purchaser commenced a cash tender offer (as amended from time to time in accordance with the terms of the Merger Agreement, the "Offer") to purchase all the outstanding shares of common stock, par value $0.001 per share, of the Issuer ("Issuer Common Stock"), at a price per share of Issuer Common Stock of $18.75 (such amount or, as the Offer is amended in accordance with the terms of the Merger Agreement and a different amount per share is paid pursuant to the Offer, such different amount, the "Offer Price"), net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement. As a result of the Offer, Purchaser acquired 40,926,025 shares of Issuer Common Stock. Reflects all of the outstanding shares of the Issuer not tendered in the Offer, which may be deemed to have been acquired by Lilly and Purchaser pursuant to the consummation of the transactions contemplated by the Merger Agreement. Effective on February 20, 2020, Purchaser was merged with and into the Issuer, with the Issuer surviving the Merger as a wholly-owned subsidiary of Lilly (the "Merger"). As a result of the Merger, all of the outstanding shares of Issuer Common Stock (other than those owned by Lilly or Purchaser) were cancelled and converted into the right to receive the merger consideration under the Merger Agreement. Following and as a result of the Merger, Lilly owned 100 shares of Issuer Common Stock, which represents all of the outstanding shares of common stock of the Issuer. Exhibit 99.1 (Joint Filer Information) and Exhibit 99.2 (Joint Filer Signatures) are incorporated herein by reference. See Exhibit 99.2 for signatures 2020-02-20 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
                     Exhibit 99.1 - Joint Filer Information

Designated Filer: Bald Eagle Acquisition Corporation
Issuer & Ticker Symbol: Dermira, Inc. (DERM)
Date of Earliest Transaction Required to be Reported: February 20, 2020

Joint Filers:
1. Name: Bald Eagle Acquisition Corporation
Lilly Corporate Center
Indianapolis, IN 46285
Relationship of Joint Filer to Issuer: 10% Owner

2. Name: Eli Lilly and Company
Lilly Corporate Center
Indianapolis, IN 46285
Relationship of Joint Filer to Issuer: 10% Owner
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
                    Exhibit 99.2 - Joint Filers' Signatures

Designated Filer: Bald Eagle Acquisition Corporation
Issuer & Ticker Symbol: Dermira, Inc. (DERM)
Date of Earliest Transaction Required to be Reported: February 20, 2020

             BALD EAGLE ACQUISITION CORPORATION
             By:
             /s/ Heather Wasserman
             -----------------------------------------
             Name: Heather Wasserman
             Title: President
             Date: February 20, 2020


             ELI LILLY AND COMPANY
             By:
             /s/ Joshua L. Smiley
             ------------------------------------------
             Name: Joshua L. Smiley
             Title: Senior Vice President and Chief Financial Officer
             Date: February 20, 2020