Date:	--/--/-- --:--:--
Event Id:	E5DDL42WT
Action Type:	ACQUISITION
Action Status:	ANNOUNCED
Acquirer Symbol:
Target Symbol:	VERV
Updated:	--/--/-- --:--:--
Purchase Price Per Share:	13.5
Price Per Share Currency:	USD
News References:	https://www.prnewswire.com/news-releases/lilly-to-acquire-verve-therapeutics-to-advance-one-time-treatments-for-people-with-high-cardiovascular-risk-302483684.html

Action Notes

Eli Lilly and Company and Verve Therapeutics, Inc a Boston-based clinical-stage company developing genetic medicines for cardiovascular disease, today 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 $1.0 billion) payable at closing, plus one non-tradeable contingent value right (CVR) 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 $1.3 billion). 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.