IMCLONE SYSTEMS : Lilly to acquire ImClone Systems in $6.5 billion transaction

(Reuters) - Eli Lilly said it will acquire ImClone Systems in a $6.5 billion deal.

* Says deal for about $70.00 per share

* Says offer represents premium of 51 percent to Imclone's closing stock price on July 30, 2008

* Says certain entities associated with Icahn have agreed to tender their shares in the tender offer

* Sees deal to be accretive to earnings on a cash basis in 2012 and on a GAAP basis in 2013

* Sees one-time charge to earnings for acquired in-process research and development, but premature to estimate amount now

* Says transaction is not subject to any financing condition

* Says Erbitux has significant future growth opportunities

* Sees deal closing in either Q4 2008 or Q1 2009