
Eli Lilly and Company (Lilly) has agreed to acquire Verve Therapeutics, a clinical-stage company focused on genetic medicines for cardiovascular disease, for up to $1.3bn.
The acquisition aims to advance Verve’s advanced one-time treatments for individuals with high cardiovascular risk, including atherosclerotic cardiovascular disease (ASCVD).
Under the agreement, Lilly will initiate a tender offer to acquire all outstanding shares of Verve for $10.50 per share in cash, which amounts to around $1bn.
In addition, shareholders will receive a non-tradeable contingent value right (CVR) per share, potentially increasing the total consideration to $13.50 per share, totalling about $1.3bn.
CVR holders will be entitled to an additional payment if the first patient is dosed with VERVE-102 for ASCVD in a US Phase 3 clinical trial within ten years of the closing.
The transaction is expected to close in the third quarter of this year, subject to customary closing conditions, including the tender of a majority of Verve’s outstanding shares.
Upon completion of the tender offer, Lilly will acquire any remaining shares of Verve through a second-step merger at the same consideration.
Lilly diabetes and metabolic research and development group vice president Ruth Gimeno 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.”
Verve’s pipeline includes gene editing medicines designed to address the drivers of ASCVD through potentially one-time treatments.
Its lead programme, VERVE-102, is a first-in-class in vivo gene editing medicine that targets the PCSK9 gene associated with cholesterol levels and cardiovascular health.
The drug is being evaluated in a Phase 1b clinical trial and has received Fast Track designation from the US Food and Drug Administration.
The treatment is aimed at individuals with heterozygous familial hypercholesterolemia (HeFH) and certain patients with premature coronary artery disease (CAD).
Legal counsel for Lilly is Kirkland & Ellis, while Verve is advised by Centerview Partners, Guggenheim Securities, and Paul, Weiss, Rifkind, Wharton & Garrison.
Verve Therapeutics co-founder and CEO Sekar Kathiresan said: “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 Lilly’s stewardship, we are excited to realise 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.”
Recently, Lilly agreed to acquire SiteOne Therapeutics, a biotechnology company specialising in small-molecule inhibitors for pain treatment.
The acquisition will expand Lilly’s pain management pipeline, featuring STC-004, a Phase 2-ready Nav1.8 inhibitor, which may offer a non-opioid solution for chronic pain patients.