4//SEC Filing
Bald Eagle Acquisition Corp 4
Accession 0000899243-20-005280
CIK 0001557883other
Filed
Feb 19, 7:00 PM ET
Accepted
Feb 20, 4:00 PM ET
Size
10.3 KB
Accession
0000899243-20-005280
Insider Transaction Report
Form 4
Dermira, Inc.DERM
Bald Eagle Acquisition Corp
10% Owner
Transactions
- Purchase
Common Stock
2020-02-20$18.75/sh+40,926,025$767,362,969→ 100 total
LILLY ELI & CO
10% Owner
Transactions
- Purchase
Common Stock
2020-02-20$18.75/sh+40,926,025$767,362,969→ 100 total
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.
Issuer
Dermira, Inc.
CIK 0001557883
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001799399
Filing Metadata
- Form type
- 4
- Filed
- Feb 19, 7:00 PM ET
- Accepted
- Feb 20, 4:00 PM ET
- Size
- 10.3 KB