8-K: Eli Lilly to Acquire Verve Therapeutics in Up to $1.3 Billion Deal, Advancing Gene Editing for Cardiovascular Disease

Eli Lilly and Company has announced a definitive agreement to acquire Verve Therapeutics, a clinical-stage gene editing company, for an upfront cash payment of $10.50 per share plus a contingent value right of up to $3.00 per share.

Summary

• Eli Lilly and Company (Parent) will acquire Verve Therapeutics, Inc. (Company) through a tender offer followed by a second-step merger.
• The acquisition price is $10.50 per share in cash at closing, plus one non-tradable Contingent Value Right (CVR) per share, potentially adding up to $3.00 per share.
• The total potential consideration is up to $13.50 per share, valuing the transaction at approximately $1.0 billion upfront and up to $1.3 billion including the CVR.
• The CVR payment is contingent upon the dosing of the first human subject in the U.S. in a Phase 3 Clinical Trial for Verve's lead product candidate, VERVE-102, targeting atherosclerotic cardiovascular disease (ASCVD).
• The CVR milestone must be achieved prior to the earlier of the tenth anniversary of the closing date or the termination of the CVR Agreement.
• Verve's Board of Directors unanimously recommended that stockholders accept the offer and tender their shares.
• Key stockholders, including co-founder and CEO Sekar Kathiresan, President, COO, and General Counsel Andrew D. Ashe, and entities affiliated with GV, collectively owning approximately 17.8% of outstanding shares, have signed tender and support agreements to tender their shares.
• The transaction is not subject to a financing condition and is expected to close in the third quarter of 2025, subject to customary closing conditions, including a majority of outstanding shares being tendered.

Sentiment

Score: 8

Explanation: The sentiment is highly positive due to the substantial acquisition premium, the strategic fit with Eli Lilly's focus on cardiometabolic health, and the potential for Verve's gene editing programs to address significant unmet medical needs. The CVR adds potential upside, though its contingent nature introduces some uncertainty.

Positives

• The acquisition offers a significant premium of approximately 113% to Verve's 30-day volume-weighted average trading price as of June 16, 2025.
• The deal includes a Contingent Value Right (CVR) that provides potential additional upside of up to $3.00 per share upon the achievement of a key clinical milestone for VERVE-102.
• Eli Lilly's established global research, clinical, regulatory, and commercial capabilities are expected to accelerate the development of Verve's gene editing medicines.
• The acquisition aims to transform cardiovascular disease treatment from chronic care to a potential one-time gene editing therapy, addressing a significant unmet medical need.
• Verve's lead program, VERVE-102, has received Fast Track designation from the U.S. Food and Drug Administration, indicating potential for expedited development and review.

Negatives

• The Contingent Value Right (CVR) is non-tradable, limiting liquidity for shareholders who receive it.
• There is no assurance that the CVR milestone for VERVE-102 will be achieved, meaning the additional $3.00 per share payment is not guaranteed.
• The CVR payment could be offset by up to $0.50 for costs related to obtaining exclusive licenses or retaining sole ownership under certain relevant patents due to a final determination.
• Shareholders who hold Company Stock Options with an exercise price equal to or greater than the sum of the Closing Amount and the Milestone Payment will have their options cancelled for no consideration.

Risks

• The CVR milestone (dosing of the first human subject in a U.S. Phase 3 Clinical Trial for VERVE-102) may not be achieved prior to its expiration (10th anniversary of Closing Date) or termination of the CVR Agreement, resulting in no CVR payment.
• Potential for third-party patent claims related to VERVE-102 could impact the CVR payout, despite the Company not currently being aware of material claims.
• The completion of the proposed acquisition requires antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) and satisfaction of other closing conditions, which are not within Verve's control and may not be satisfied or waived.
• The proposed acquisition may divert management's attention from ongoing business operations or delay/prevent Verve from undertaking other business opportunities prior to closing.
• Changes in Verve's business during the period between announcement and closing of the proposed acquisition could occur.
• Any legal proceedings that may be instituted related to the proposed acquisition could delay or prevent its consummation.

Future Outlook

The acquisition is expected to accelerate the development of Verve's gene editing medicines, particularly VERVE-102, which aims to provide a one-time treatment for atherosclerotic cardiovascular disease. Eli Lilly intends to leverage its global research, clinical, regulatory, and commercial capabilities to advance these promising new medicines, potentially shifting the treatment paradigm for cardiovascular disease from chronic care to a single-dose solution. The CVR provides a future contingent payment tied to the initiation of a Phase 3 clinical trial for VERVE-102 in the U.S.

Management Comments

• Ruth Gimeno, Lilly group vice president, Diabetes and Metabolic Research and Development: "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."
• Sekar Kathiresan, M.D., co-founder and chief executive officer of Verve Therapeutics: "Verve was founded with one mission in mind: transform the treatment of cardiovascular disease from chronic care to a one-dose future. In just seven years, our team has progressed three in vivo gene editing products, with two currently in the clinic. Now, we will take the next steps in the drug development journey together with an ideal strategic partner in Lilly. Lilly shares our vision, and we believe their global research, clinical, regulatory and commercial capabilities will help to accelerate the development of our medicines. My deepest thanks to the entire Verve team for their expertise, creativity, and grit. We are grateful to the investigators and patients who have contributed to the success of our clinical trials so far. Under Lillys stewardship, we are excited to realize the next chapter in cardiovascular care where a single treatment can lead to lifelong reduction of cardiovascular risk factors and make life better for millions of patients living with cardiovascular disease."

Industry Context

This acquisition highlights a growing trend in the pharmaceutical industry towards advanced genetic medicines and gene editing technologies, particularly for chronic diseases like cardiovascular disease. The focus on 'one-and-done' treatments represents a significant shift from traditional chronic care models, potentially offering long-term benefits and reducing the burden of ongoing therapy. Eli Lilly's move into this space with Verve, a clinical-stage company, underscores the strategic importance of gene editing for future therapeutic pipelines and addresses a large patient population with high cardiovascular risk.

Comparison to Industry Standards

• The document does not provide specific comparable companies, projects, or results for direct assessment against industry standards. However, the acquisition premium of 113% over the 30-day volume-weighted average trading price is a strong indicator of the perceived value and strategic fit of Verve's assets within the biotechnology and pharmaceutical M&A landscape.
• The inclusion of a non-tradable CVR is a common mechanism in biotech acquisitions to share future development risks and rewards, particularly for clinical-stage assets where the ultimate success is uncertain but has significant upside potential.

Management Changes

Corporate Governance

Legal Proceedings

• The Company will promptly notify Parent of any actions, suits, or claims instituted against the Company, its Subsidiary, or any of their directors or officers relating to the Agreement or the Contemplated Transactions (Stockholder Litigation).
• Parent will have the right to participate in the defense and settlement of any such Stockholder Litigation, and the Company will not settle or compromise any such litigation without Parent's prior written consent (unless covered by insurance or solely for additional disclosure).

Related Party Transactions

• Sekar Kathiresan (Co-Founder and Chief Executive Officer), Andrew D. Ashe (President, Chief Operating Officer and General Counsel), and entities affiliated with GV (a venture capital firm) have entered into Tender and Support Agreements with Verve Therapeutics.
• These Support Stockholders collectively beneficially own approximately 17.8% of Verve's outstanding shares as of June 13, 2025.
• Under these agreements, the Support Stockholders agreed to tender all their shares in the Offer, subject to certain exceptions, and to vote against other proposals to acquire the Company.

Stakeholder Impact

• Shareholders: Will receive a significant cash premium for their shares and a contingent value right (CVR) offering potential additional cash payment based on a clinical milestone, providing a clear exit strategy and potential upside.
• Employees: Current employees will receive base compensation and target cash incentive opportunities at least as favorable for 12 months post-closing, and substantially comparable employee benefits (excluding certain types). Severance benefits are also specified.
• Management/Officers/Directors: Will receive consideration for their equity awards (shares, options, RSUs) as part of the transaction. Indemnification and D&O insurance provisions are maintained for six years post-merger.
• Customers/Partners/Suppliers: The Company is covenanted to preserve its relationships with these parties in the ordinary course of business until closing, aiming to ensure continuity.

Next Steps

• Purchaser (Eli Lilly's subsidiary) will commence a tender offer to acquire all outstanding shares of Verve Therapeutics by July 1, 2025.
• Verve Therapeutics will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC.
• Following the successful closing of the tender offer, a second-step merger will occur, with Verve becoming an indirect wholly-owned subsidiary of Eli Lilly.
• The Company will cause its securities to be de-listed from Nasdaq and de-registered under the Exchange Act as promptly as practicable following the Effective Time.
• Eli Lilly and its subsidiaries will use commercially reasonable efforts to achieve the CVR milestone, which is the dosing of the first human subject in a U.S. Phase 3 Clinical Trial for VERVE-102.

Key Dates

Recommendation

Keywords

Verve Therapeutics, Eli Lilly and Company, Acquisition, Merger, Tender Offer, Contingent Value Right, CVR, Gene Editing, Cardiovascular Disease, Atherosclerotic Cardiovascular Disease, ASCVD, VERVE-102, PCSK9, Familial Hypercholesterolemia, HeFH, Coronary Artery Disease, CAD, Biotechnology, Pharmaceuticals, Clinical Stage, Fast Track Designation, SEC Filing, Form 8-K