Davis Polk & Wardwell is advising J.P. Morgan as financial adviser to ImClone Systems Inc. on its $6.5 billion acquisition by Eli Lilly and Company. The boards of directors of both companies have approved a definitive merger agreement under which Lilly will acquire ImClone through an all-cash tender offer at $70 per share, a premium of 51% to ImClone’s closing stock price on July 30, 2008, the day before the initial acquisition offer for ImClone was made public. Additionally, certain entities associated with ImClone’s chairman, Carl C. Icahn, holding approximately 14% of ImClone's outstanding common stock, have agreed to tender their shares in the tender offer.

The transaction is subject to a majority of the outstanding ImClone shares being tendered, as well as clearance under the Hart-Scott-Rodino Antitrust Improvements Act, similar requirements outside the US and other customary closing conditions. The transaction is not subject to any financing conditions and is expected to close in either the fourth quarter of 2008 or the first quarter of 2009.

The Davis Polk corporate team includes partner Phillip R. Mills and associates Sabra Easterday and Shane Tintle (not yet admitted), all of the New York office.