Eli Lilly to acquire Verve Therapeutics for $10.50 per share in cash

Eli Lilly (LLY) and Verve Therapeutics (VERV) announced a definitive agreement for Lilly to acquire Verve. Under the terms of the agreement, Lilly will commence a tender offer to acquire all of the outstanding shares of Verve for a purchase price of $10.50 per share in cash, an aggregate of approximately $1B, payable at closing, plus one non-tradeable contingent value right per share that entitles the holder to receive up to an additional $3.00 per share, for a total potential consideration of up to $13.50 per share in cash without interest, an aggregate of up to approximately $1.3B. CVR holders would become entitled to receive the contingent payment upon the first patient being dosed with VERVE-102 for ASCVD in a U.S. Phase 3 clinical trial on or prior to the tenth anniversary of closing or termination of the CVR. There can be no assurance that any payments will be made with respect to the CVR. The transaction is not subject to any financing condition and is expected to close in the third quarter of 2025, subject to customary closing conditions, including the tender of a majority of the outstanding shares of Verve’s common stock. Following the successful closing of the tender offer, Lilly will acquire any shares of Verve that are not tendered in the tender offer through a second step merger at the same consideration as paid in the tender offer. The purchase price payable at closing represents a premium of approximately 113% to the 30-day volume-weighted average trading price of Verve’s common stock ended on June 16, the last trading day before the announcement of the transaction. Verve’s board of directors unanimously recommends that Verve’s stockholders tender their shares in the tender offer. Sekar Kathiresan, Andrew Ashe and entities affiliated with GV have signed tender and support agreements whereby they agreed, subject to certain terms and conditions, to tender their shares in the tender offer. The shares subject to the agreements that are beneficially owned by such stockholders represent a total of approximately 17.8% of Verve’s outstanding common stock. Lilly will determine the accounting treatment of this transaction in accordance with Generally Accepted Accounting Principles upon closing. This transaction will thereafter be reflected in Lilly’s financial results and financial guidance.