Eli Lilly and Company entered into a definitive agreement to acquire DICE Therapeutics, Inc. 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.
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.