Lilly and Adverum announce expiration and completion of Adverum tender offer and acquisition

Rhea-AI Summary

Eli Lilly (NYSE: LLY) and Adverum Biotechnologies announced the scheduled expiration and completion of Lilly's tender offer to acquire Adverum. The Offer provided $3.56 cash per share plus one non-tradable CVR per share that can pay up to an aggregate $8.91 upon specified milestone achievement. The Offer expired at 11:59 p.m. ET on Dec 8, 2025, and 16,493,335 shares were validly tendered (approximately 64% of outstanding shares). All offer conditions were satisfied and Lilly accepted for payment those shares; the parties expect to consummate the acquisition on Dec 9, 2025.

Legal and advisory roles were disclosed for both parties.

Positive

• 16,493,335 Shares tendered (approximately 64% of outstanding)
• Acquisition expected to close on December 9, 2025
• Immediate cash consideration of $3.56 per Share
• Contingent value right offers up to $8.91 aggregate per CVR

Negative

• Approximately 36% of shares not tendered as of expiration
• Significant portion of merger consideration is contingent on milestones

Insights

M&A strategist

Lilly has accepted and will pay for ~64% of Adverum shares in a cash-plus-CVR tender; closing expected Dec 9, 2025.

Lilly acquired valid tenders of 16,493,335 shares, about 64% of outstanding stock, at $3.56 per share plus one non‑tradable CVR per share that can pay up to $8.91 in aggregate upon milestone achievement. All offer conditions were satisfied and the parties expect to consummate the acquisition on Dec 9, 2025. This structure combines immediate cash consideration with contingent milestone upside tied to program progress.

The main dependencies are the CVR milestone triggers and the remaining shareholdings that were not tendered; successful integration and milestone achievement drive additional payments. Legal and closing mechanics appear routine with counsel engaged for both sides, but the economic outcome for residual shareholders will depend on the merger terms and any subsequent squeeze-out mechanics.

Watch the formal closing on Dec 9, 2025, filings that disclose exact post‑closing ownership and merger mechanics, and any announcements describing the CVR milestone definitions and timing; those items will determine the ultimate cash realization timeline and whether additional consideration is likely to be paid within the next few quarters.

INDIANAPOLIS, Dec. 9, 2025 /PRNewswire/ -- Eli Lilly and Company (NYSE: LLY)  and Adverum Biotechnologies, Inc. (NASDAQ: ADVM) today announced that the tender offer (the "Offer") by Flying Tigers Acquisition Corporation ("Purchaser"), a direct wholly-owned subsidiary of Lilly, to purchase all of the issued and outstanding shares ("Shares") of Adverum's common stock in exchange for (i) $3.56 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (ii) one non-tradable contingent value right ("CVR") per Share, which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of specified milestones, expired as scheduled at one minute past 11:59 p.m., Eastern Time, on December 8, 2025 (such date and time, the "Expiration Time").

Computershare Inc., and its affiliate, Computershare Trust Company, N.A., collectively, as the depositary and paying agent for the Offer, has advised Lilly that, as of the Expiration Time, 16,493,335 Shares were validly tendered and not validly withdrawn in the Offer, representing approximately 64% of the issued and outstanding Shares as of the Expiration Time. All conditions to the Offer have been satisfied. Accordingly, Lilly and Purchaser have accepted for payment, and will promptly pay, for all Shares accepted for payment pursuant to the Offer.

The parties expect to consummate the acquisition on December 9, 2025, in accordance with, and subject to the terms of, the Agreement and Plan of Merger, dated October 24, 2025, by and among Adverum, Lilly and Purchaser.

"This acquisition presents the opportunity to expand gene therapy's potential to alleviate the burden of age-related conditions, including vision loss," said Andrew Adams, Lilly group vice president, Molecule Discovery. "We are excited to welcome Adverum colleagues to Lilly and work together to develop innovative genetic medicines." 

For Lilly, Ropes & Gray LLP is acting as legal counsel. For Adverum, Aquilo Partners, L.P. is acting as exclusive financial advisor and Cooley LLP is acting as legal counsel.

About Lilly
Lilly is a medicine company turning science into healing to make life better for people around the world. We've been pioneering life-changing discoveries for nearly 150 years, and today our medicines help tens of millions of people across the globe. Harnessing the power of biotechnology, chemistry and genetic medicine, our 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. With each step toward a healthier world, we're motivated by one thing: making life better for millions more people. That includes delivering innovative clinical trials that reflect the diversity of our world and working to ensure our medicines are accessible and affordable. To learn more, visit Lilly.com and Lilly.com/news, or follow us on Facebook, Instagram, and LinkedIn. F-LLY

About Adverum Biotechnologies
Adverum Biotechnologies (NASDAQ: ADVM) is a clinical-stage company that aims to establish gene therapy as a new standard of care for highly prevalent ocular diseases with the aspiration of developing functional cures to restore vision and prevent blindness. Leveraging the capabilities of its proprietary intravitreal platform, Adverum is developing durable, single-administration therapies, designed to be delivered in physicians' offices, to eliminate the need for frequent ocular injections to treat these diseases. Adverum is evaluating its novel gene therapy candidate, ixoberogene soroparvovec (Ixo-vec, formerly referred to as ADVM-022), as a one-time, IVT injection for patients with neovascular or wet age-related macular degeneration. Additionally, by overcoming the challenges associated with current treatment paradigms for debilitating ocular diseases, Adverum aspires to transform the standard of care, preserve vision, and create a profound societal impact around the globe.

Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements regarding Lilly's acquisition of Adverum. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements reflect current beliefs and expectations; however, these statements involve inherent risks and uncertainties. Actual results could differ materially due to various factors, risks and uncertainties. Among other things, there can be no guarantee that Lilly will realize the expected benefits of the acquisition of Adverum, or that all or any of the contingent consideration will become payable on the terms described herein or at all. For further discussion of these and other risks and uncertainties, see Lilly's and Adverum's most recent Form 10-K and Form 10-Q filings with the U.S. Securities and Exchange Commission. Except as required by law, neither Lilly nor Adverum undertakes any duty to update forward-looking statements to reflect events after the date of this press release.

Refer to:

Ashley Hennessey; gentry_ashley_jo@lilly.com ; 317-416-4363 (Media); Michael Czapar; czapar_michael_c@lilly.com; 317-617-0983 (Investors)

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SOURCE Eli Lilly and Company

FAQ

What did Lilly (LLY) offer per Adverum share in the December 2025 tender?

Lilly offered $3.56 cash per share plus one CVR per share with contingent payouts up to an aggregate $8.91.

How many Adverum shares were tendered into Lilly's offer and what percent was that?

16,493,335 shares were validly tendered, representing approximately 64% of outstanding shares.

When did Lilly's Adverum tender offer expire and when is the deal expected to close?

The Offer expired at 11:59 p.m. ET on December 8, 2025, and the parties expect to close on December 9, 2025.

What does the CVR in the Lilly-Adverum deal mean for Adverum shareholders?

Each share includes one non-tradable CVR that can pay up to an aggregate $8.91 if specified milestones are achieved.

Will Lilly pay for all shares tendered in the Adverum offer?

Yes; all conditions to the Offer were satisfied and Lilly accepted for payment all shares validly tendered and not withdrawn.

Who advised Lilly and Adverum on the transaction announced December 9, 2025?

Ropes & Gray acted as legal counsel to Lilly; Aquilo Partners was Adverum's financial advisor and Cooley was Adverum's legal counsel.