Lilly To Buy Verve Therapeutics In Up To $1.3 Bln Deal; Verve Shares Surge In Pre-market

(RTTNews) - Drug maker Eli Lilly and Co. (LLY) announced Tuesday a definitive agreement to acquire Verve Therapeutics, Inc. (VERV), a clinical-stage company developing genetic medicines for cardiovascular disease, for up to around $1.3 billion, including around $1.0 billion in cash.

In pre-market activity, Lilly shares were losing around 1.1 percent on the NYSE to trade at $798.39, while Verve shares were surging around 79.4 percent on the Nasdaq at $11.25.

Under the deal terms, Lilly plans to commence a tender offer to acquire Verve shares for a total potential consideration of up to $13.50 per share in cash without interest.

The consideration includes $10.50 per share in cash, payable at closing, plus one non-tradeable contingent value right or CVR per share that entitles the holder to receive up to an additional $3.00 per share.

Lilly noted that 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 firm said.

The deal is not subject to any financing condition and is expected to close in the third quarter of 2025, subject to customary closing conditions.

Verve shareholders Sekar Kathiresan, Andrew Ashe and entities affiliated with GV, representing a total of approximately 17.8% of Verve's outstanding common stock, have agreed to tender their shares in the offersubject to certain terms and conditions.

Following the closing of the tender offer, Lilly will acquire any remaining shares of Verve through a second step merger at the same consideration as paid in the tender offer.

The company noted that the purchase price payable at closing represents a premium of around 113% to the 30-day volume-weighted average trading price of Verve's stock ended on June 16, the last trading day before the announcement of the deal.

Verve is developing a pipeline of gene editing medicines aimed to address the drivers of atherosclerotic cardiovascular disease or ASCVD through treatments that may only need to be given once in a lifetime.

Lilly noted that Verve's leading programs, VERVE-102, VERVE-201, and VERVE-301, aim to deliver lifelong cardiovascular risk reduction with a single dose by targeting genes strongly linked to cardiovascular disease.

VERVE-102, VERVE-201, and VERVE-301 target the three lipoprotein drivers of atherosclerosis: low-density lipoproteins, triglyceride-rich lipoproteins, and lipoprotein.

VERVE-102 is being evaluated in a Phase 1b clinical trial study and has been granted Fast Track designation by the U.S. Food and Drug Administration.

Ruth Gimeno, Lilly group vice president, Diabetes and Metabolic Research and Development, said, "VERVE-102 has the potential to be the first in vivo gene editing therapy for broad patient populations and could shift the treatment paradigm for cardiovascular disease from chronic care to one-and-done treatment. Lilly is eager to welcome our Verve colleagues to Lilly and continue the development of these promising potential new medicines aimed at improving outcomes for patients with cardiovascular disease and addressing the significant unmet medical need in this space."

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