On September 14, 2023, at the instruction of the POINT Board, representatives of Centerview informed
representatives of Company B that the POINT Board was unlikely to evaluate a proposal contingent on the SPLASH Read-Out Condition, but would consider a potential transaction involving POINT and Company B that
did not include contingent terms.
On September 15, 2023, representatives of Skadden, Kirkland & Ellis and Balch & Bingham LLP,
POINTs outside legal advisor specializing in nuclear law, had a meeting by teleconference to discuss the process for obtaining consent from the Nuclear Regulatory Commission to transfer POINTs materials license. On the same day, Company
Bs outside financial advisors called a representative of Centerview. At the instruction of the POINT Board, representatives of Centerview reiterated to Company Bs outside financial advisors that the contingent nature of the
September 13 Proposal was unlikely to provide a basis upon which POINT would negotiate the terms of a potential strategic transaction.
On
September 19, 2023, Mr. Van Naarden, Barry Taylor, Loxo@Lillys Chief Scientific Officer, and Ms. Foster, along with other representatives of Lilly, visited POINTs site in Toronto, Canada, during which representatives of
Lilly and POINT toured the POINT Institute for Radioligand Innovation and discussed POINTs clinical programs, broad platform capabilities, pipeline of future products and licensing partnerships, with a representative of Centerview in
attendance. Also at that meeting, Mr. Van Naarden delivered to Dr. McCann an updated verbal non-binding indication of interest to acquire all of the outstanding Shares of POINT for $12.50 per Share
in cash.
Also on September 19, 2023, representatives of Skadden provided an initial draft of the disclosure schedules to representatives of
Kirkland & Ellis.
Between September 20, 2023 and September 26, 2023, representatives of POINT, Lilly, Skadden, Kirkland &
Ellis and Fox Rothschild LLP, POINTs external IP counsel (Fox Rothschild), discussed due diligence matters related to POINTs intellectual property.
On September 22, 2023, Company Bs outside financial advisors informed representatives of Centerview that Company B was preparing a revised
proposal, which they intended to submit early the following week, and in connection with such proposal Company B requested access to the virtual data room and an initial draft of the merger agreement for Company Bs review and comment.
On September 23, 2023, representatives of Centerview provided Company Bs outside financial advisor with an initial draft of the merger agreement,
in addition to granting representatives of Company B and its outside advisors access to the virtual data room.
On September 24, 2023,
Dr. McCann and Mr. Van Naarden had a telephone conversation to discuss outstanding diligence items.
On September 26, 2023, Mr. Van
Naarden and Dr. McCann had a dinner together in Indianapolis to review the status of diligence discussions and discuss any remaining open items.
On
September 27, 2023, Mr. Van Naarden contacted Dr. McCann and confirmed the resolution of certain outstanding due diligence items and Lillys interest in moving quickly towards signing within the next week.
On September 27, 2023, Company B sent POINT two alternative revised proposals to acquire all of the outstanding Shares of POINT (the September 27
Proposals). The first proposal did not include the SPLASH Read-Out Condition, and was for an aggregate of up to $20.00 per Share in cash, stock and contingent value rights, payable as follows: (1) $8.50
per Share in cash and stock payable at closing; (2) if the results of the top-line primary analysis of the SPLASH Clinical Trial satisfied a proposed base case of detailed pre-defined criteria, an additional $4.50 per Share in cash and stock payable at closing and a contingent value right of $3.00
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