Lilly and Verve announce expiration of Verve tender offer

Rhea-AI Summary

Eli Lilly (NYSE: LLY) has successfully completed its tender offer for Verve Therapeutics (NASDAQ: VERV). The offer, which expired on July 23, 2025, consisted of $10.50 per share in cash plus one non-tradable contingent value right (CVR) worth up to $3.00 per share upon achieving specific milestones.

The tender offer saw 49,882,464 shares validly tendered, representing approximately 55.7% of Verve's outstanding shares. All conditions of the offer have been met, and Lilly will promptly pay for all validly tendered shares. The acquisition is expected to be finalized on July 25, 2025.

Positive

• Acquisition of 55.7% of Verve shares strengthens Lilly's position in the biotech sector
• Additional value potential through CVR offering up to $3.00 per share
• Quick closing timeline indicates smooth regulatory approval process

Negative

• Significant cash outlay required for the acquisition
• Only 55.7% tender rate suggests some shareholder hesitation

Insights

M&A Financial Analyst

Lilly's acquisition of Verve advances with 55.7% shares tendered; deal combines Lilly's resources with Verve's gene editing technology.

Eli Lilly's tender offer for Verve Therapeutics has successfully secured 55.7% of outstanding shares, clearing the way for acquisition completion on July 25. The $10.50 per share cash offer plus contingent value rights worth up to $3.00 per share represents Lilly's strategic move into gene editing therapeutics. Verve's pioneering in vivo gene editing platform targets cardiovascular disease through single-course treatments that permanently turn off disease-causing genes.

This acquisition significantly expands Lilly's capabilities in genetic medicine, complementing its existing portfolio while providing Verve with the substantial resources needed to advance its clinical pipeline. The contingent value rights structure indicates Lilly's confidence in specific developmental milestones, likely tied to Verve's lead programs targeting PCSK9 and ANGPTL3 genes for heart disease.

For Verve shareholders, the deal provides immediate liquidity plus potential future value through the CVRs. For Lilly, this acquisition represents a calculated investment in next-generation therapeutic technology that could address massive cardiovascular markets with potentially curative, one-time treatments. The structure suggests Lilly values Verve's technology platform and intellectual property while hedging risk through milestone-based payments.

INDIANAPOLIS, July 24, 2025 /PRNewswire/ -- Eli Lilly and Company (NYSE: LLY) and Verve Therapeutics, Inc. (NASDAQ: VERV) today announced that the tender offer to purchase all of the issued and outstanding shares ("Shares") of Verve's common stock in exchange for (i) $10.50 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 a contingent payment of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of a certain specified milestone (the "Offer"), expired as scheduled at one minute past 11:59 p.m., Eastern time, on July 23, 2025 and was not extended (such date and time, the "Expiration Time").

Computershare Trust Company, N.A., the depositary and paying agent for the Offer, has advised Lilly that, as of the Expiration Time, 49,882,464 Shares were validly tendered and not validly withdrawn in the Offer, representing approximately 55.7% of the issued and outstanding Shares as of the Expiration Time. Accordingly, all conditions to the Offer have been satisfied. Lilly and Ridgeway Acquisition Corporation, an indirect wholly owned subsidiary of Lilly, have accepted for payment, and will promptly pay for, all shares validly tendered and not validly withdrawn in the Offer.

The parties expect to consummate the acquisition on July 25, 2025, in accordance with, and subject to the terms of, the definitive agreement for the proposed acquisition.

For Lilly, Kirkland & Ellis LLP is acting as legal counsel. For Verve, Centerview Partners LLC and Guggenheim Securities, LLC are acting as financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP, is acting as legal counsel.

About Verve Therapeutics
Verve Therapeutics, Inc. (Nasdaq: VERV) 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. VERVE-201 is designed to permanently turn off the ANGPTL3 gene in the liver and is initially being developed for refractory hypercholesterolemia, where patients still have high low-density lipoprotein cholesterol despite treatment with maximally tolerated standard of care therapies, and homozygous familial hypercholesterolemia. VERVE-301 is designed to permanently turn off the LPA gene to reduce lipoprotein (a) levels. Lipoprotein (a) is a genetically validated, independent risk factor for ASCVD, ischemic stroke, thrombosis, and aortic stenosis. For more information, please visit www.VerveTx.com.

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

Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements regarding Lilly's acquisition of Verve. 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, including with respect to drug research, development and commercialization, Lilly's evaluation of the accounting treatment of the acquisition and its potential impact on its financial results and financial guidance, regulatory changes and developments, the impact of global macroeconomic conditions, including trade and other global disputes and interruptions, including related to tariffs, trade protection measures, and similar restrictions, risks that the acquisition disrupts current plans and operations or adversely affect employee retention, and any legal proceedings that have been or may be instituted related to the acquisition. 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, that product candidates will be approved on anticipated timelines or at all, that any products, if approved, will be commercially successful, that all or any of the contingent consideration will become payable on the terms described herein or at all, that Lilly's financial results will be consistent with its expected 2025 guidance or that Lilly can reliably predict the impact of the acquisition on its financial results or financial guidance. For further discussion of these and other risks and uncertainties, see Lilly's and Verve'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 Verve 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 is the total value of Lilly's tender offer for Verve Therapeutics shares?

Lilly's offer includes $10.50 per share in cash plus a CVR worth up to $3.00 per share, bringing the potential total value to $13.50 per share.

How many Verve Therapeutics (VERV) shares were tendered in Lilly's offer?

49,882,464 shares were validly tendered, representing approximately 55.7% of Verve's outstanding shares.

When will Eli Lilly (LLY) complete the Verve Therapeutics acquisition?

The acquisition is expected to be completed on July 25, 2025, subject to the terms of the definitive agreement.

What is the CVR included in Lilly's tender offer for Verve shares?

The CVR (Contingent Value Right) is a non-tradable right that entitles shareholders to receive up to $3.00 per share in additional cash payment upon achieving certain specified milestones.

Who are the advisors for the Lilly-Verve acquisition?

Kirkland & Ellis LLP is acting as legal counsel for Lilly, while Centerview Partners LLC and Guggenheim Securities, LLC are financial advisors for Verve, with Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel.