Eli Lilly and Company has agreed to acquire Verve Therapeutics, a Boston-based clinical-stage bio/pharmaceutical company developing genetic medicines for cardiovascular disease, in a deal worth up to $1.3 billion ($1 billion upfront and $300 million in milestone payments). 

Verve is developing a pipeline of gene-editing medicines designed to address the drivers of atherosclerotic cardiovascular disease (ASCVD). Verve’s lead program (VERVE-102) is an in vivo gene-editing medicine targeting PCSK9, a gene linked to cholesterol levels and cardiovascular health. The treatment may be applicable for people who have heterozygous familial hypercholesterolemia, a subset of ASCVD that affects 1 in 250 people in the general population, as well as certain patients with premature coronary artery disease. VERVE-102 is being evaluated in a Phase Ib clinical trial study and has been granted fast-track designation by the US Food and Drug Administration. 

Under 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). CVR holders would become entitled to receive the contingent payment upon the first patient being dosed with VERVE-102 for ASCVD in a US Phase III clinical trial on or prior to the tenth anniversary of closing or termination of the CVR. 

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. Following the successful closing of the tender offer, Lilly will acquire any shares of Verve that are not tendered in the tender offer through a second=step merger at the same consideration as paid in the tender offer. 

Source: Eli Lilly and Company