Goodwin’s M&A team advised the financial advisors, Centerview Partners LLC and Guggenheim Securities, LLC, on a definitive agreement for Eli Lilly and Company (NYSE: LLY) to acquire Verve Therapeutics (Nasdaq: VERV). 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). 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.
Verve Therapeutics, Inc. is a clinical-stage company developing a new class of genetic medicines for cardiovascular disease with the potential to transform treatment from chronic therapies to single-course gene editing medicines. The company's lead programs –VERVE-102, VERVE-201, and VERVE-301 – target the three lipoprotein drivers of atherosclerosis: low-density lipoproteins, triglyceride-rich lipoproteins, and lipoprotein(a). VERVE-102 is designed to permanently turn off the PCSK9 gene in the liver and is being developed initially for heterozygous familial hypercholesterolemia and ultimately to treat patients with established atherosclerotic cardiovascular disease (ASCVD) who continue to be impacted by high low-density lipoprotein cholesterol levels.
Lilly is a medicine company turning science into healing to make life better for people around the world. They’ve been pioneering life-changing discoveries for nearly 150 years, and today the medicines help tens of millions of people across the globe. Harnessing the power of biotechnology, chemistry and genetic medicine, their scientists are urgently advancing new discoveries to solve some of the world's most significant health challenges: redefining diabetes care; treating obesity and curtailing its most devastating long-term effects; advancing the fight against Alzheimer's disease; providing solutions to some of the most debilitating immune system disorders; and transforming the most difficult-to-treat cancers into manageable diseases.
The Goodwin team was led by Stuart Cable, Blake Liggio, Amanda Gill and Alice Choi.
For more information, please read the press release and coverage in The Wall Street Journal and Reuters.