礼来美股招股说明书(2026-05-06版)

$Floating Rate Notes Due 20Interest payable on,,and$Floating Rate Notes Due 20Interest payable on,,and$% Notes Due 20Interest payable onand$% Notes Due 20Interest payable onand$% Notes Due 20Interest payable onand$% Notes Due 20Interest payable onand$% Notes Due 20Interest payable onand$% Notes Due 20Interest payable onand We are offering $in aggregate principal amount of floating rate notes due 20, which will mature on, 20(the “floating rate notes”), $in aggregate principal amount of floating rate notes due 20, which will mature on,20(the “floating rate notes” and, together with thefloating rate notes, the “floating rate notes”), $in aggregateprincipal amount of% notes due 20, which will mature on ,20(the “% notes”), $in aggregateprincipal amount of% notes due20, which will mature on,20(the “% notes”), $inaggregate principal amount of% notes due 20, which will mature on, 20(the “% notes”), $in aggregateprincipal amount of% notes due 20, which will mature on, 20(the “% notes”), $in aggregate principalamount of% notes due 20, which will mature on, 20(the “% notes”), and $in aggregate principalamount of% notes due 20, which will mature on, 20(the “% notes” and, collectively with the% notes, the% notes, the% notes, the% notes and the% notes, the “fixed rate notes” and, together with the floating ratenotes, the “notes”). The floating rate notes will bear interest at a floating rate, reset quarterly, equal to Compounded SOFR (as defined under“Description of the Notes—Floating Rate Notes”), plus%, and the floating rate notes will bear interest at a floating rate, reset quarterly,equal to Compounded SOFR, plus%. Subject to the applicable mandatory redemption provisions described below for the applicable series of floating rate notes, we may notredeem the floating rate notes at our option prior to maturity. We may redeem some or all of the fixed rate notes, at our option, at the times andprices described under “Description of the Notes—Optional Redemption” and certain series of the fixed rate notes are subject to the applicablemandatory redemption provisions described below. The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating tothese securities is effective under the Securities Act of 1933, as amended. We are not using this preliminary prospectus supplement andthe accompanying prospectus to offer to sell or to solicit offers to buy these securities in any jurisdiction where the offer or sale is notpermitted.We expect to use the net proceeds from the sale of the notes for general corporate purposes, which may include the repayment ofoutstanding commercial paper, as well as potentially to fund all or a portion of the upfront cash consideration and related fees and expensespayable in connection with our pending acquisitions of Centessa Pharmaceuticals plc (“Centessa”) and Kelonia Therapeutics, Inc. (“Kelonia”).Prior to such uses, we may temporarily invest the net proceeds in marketable securities and short-term investments. We currently expect the Centessa Acquisition (as defined in “Description of the Notes—Special Mandatory Redemption” and, togetherwith the acquisition of Kelonia, the “Acquisitions”) to be completed in the third quarter of 2026 and the Table of Contents acquisition of Kelonia to be completed in the second half of 2026. The sale of notes in this offering is not contingent upon the completion of either of the Acquisitions,which, if completed, will occur, in each case, subsequent to the closing of this offering. However, in the event that the Centessa Acquisition is not consummated on orprior to the date that is five(5) business days after the later of (i)March 31, 2027 or (ii)any later date as the parties to the Centessa Agreement (as defined in“Description of the Notes—Special Mandatory Redemption”) may agree as the “Outside Date” thereunder or (y)we notify the trustee in writing that we will not pursuethe consummation of the Centessa Acquisition, we will be required to redeem the Centessa Mandatorily Redeemable Notes (as defined in “Description of the Notes—Special Mandatory Redemption”) then outstanding at a redemption price equal to 101% of the principal amount of such Centessa Mandatorily Redeemable Notes plusaccrued and unpaid interest, if any, to, but excluding, the Centessa Special Mandatory Redemption Date (as defined in “Description of the Notes—Special MandatoryRedemption”). The net proceeds from the sale of the notes in this offering will not be deposited into an escrow account pending completion of the Centessa Acquisitionor the Centessa Special Mandatory Redemption (as defined in “Description of the Notes—Special Mandatory Redemption”), nor will we be required to grant anysecurity interest or other lien on the proceeds to secure any redemption of the notes. See “Description of the Notes—Special Mandatory Redemption.” The notes will be our unsecured and unsubordinated debt obligations, will rank equally wit