Verve Therapeutics (VERV) entered a merger agreement on June 17, 2025, to be taken private by Eli Lilly and Company (LLY) in a deal valued at $1 billion.
Under the terms of the agreement, Eli Lilly will commence a tender offer to acquire all outstanding shares of Verve Therapeutics at a purchase price of $10.50 per share in cash, representing a total base consideration of approximately $1 billion payable at closing.
In addition to the cash consideration, each Verve shareholder will receive one non-tradeable Contingent Value Right (CVR) per share.
This CVR entitles the holder to receive up to an additional $3.00 per share in cash, contingent upon the first patient being dosed with VERVE-102 for ASCVD in a U.S. Phase 3 clinical trial on or before the tenth anniversary of the deal’s closing or CVR termination. However, there is no assurance that this milestone will be achieved, and therefore, no guarantee that the CVR payment will be made.
The total potential consideration for the transaction is up to $13.50 per share in cash, equating to an aggregate transaction value of approximately $1.3 billion, assuming full CVR payout.
Following the successful completion of the tender offer, Lilly intends to acquire any remaining shares of Verve through a second-step merger, offering the same consideration as in the initial tender offer.
Verve Therapeutics, Inc., a genetic medicines company, engages in developing gene-editing medicines for patients to treat cardiovascular diseases. Its lead product candidate is VERVE-101, a single-course gene editing treatment that permanently turns off the PCSK9 gene in the liver.
Eli Lilly and Company is a global pharmaceutical leader focused on developing innovative medicines in areas such as diabetes, obesity, oncology, immunology, and neuroscience. Known for blockbuster drugs like Mounjaro and Trulicity, Lilly continues to invest in next-generation therapies, including Alzheimer’s treatments, gene editing, and RNA-based technologies.
The deal is expected to close in the third quarter of 2025, pending customary closing conditions, including the tender of a majority of Verve’s outstanding common stock.
For Lilly, Kirkland & Ellis is acting as legal counsel.
For Verve, Centerview Partners and Guggenheim Securities are acting as financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison is acting as legal counsel.
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Deal Metrics for the acquisition of Verve Therapeutics (VERV) by Eli Lilly and Company (LLY)
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