ICOS Shareholders Vote to Approve Merger With Eli Lilly

01-29-2007: ICOS Corporation (ICOS) announced that its shareholders approved the revised Agreement and Plan of Merger whereby Eli Lilly and Company will acquire all of the outstanding stock of ICOS for a purchase price of $34 per share in cash.

There was a strong turnout at the meeting, with 77.0 percent of the shares voted cast in support of the merger. The report of the independent inspector of election showed that 84.9 percent of the outstanding shares voted on the merger proposal: 43.1 million shares voted FOR the proposal (65.4 percent of shares outstanding); 12.7 million shares voted against (19.2 percent of the outstanding); 0.2 million shares voted to abstain on the proposal (0.3 percent of the outstanding); and, 9.9 million shares not voted on the merger proposal (15.1 percent of the outstanding). On the record date, there were 65,891,226 shares of ICOS common stock outstanding and entitled to vote at the special meeting.

"We are pleased that this transaction has been approved, as we believe it represents attractive value for ICOS shareholders," said Paul Clark, ICOS chairman, president and chief executive officer. "The value our employees have created is the result of years of innovation and hard work to build a highly skilled organization that has produced a best-in-class product with nearly $1 billion in sales, and achieved profitability in an industry where few companies ever do."

Closing of the transaction is expected to occur on January 29, 2007.

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