Kirkland & Ellis advised Eli Lilly and Company (NYSE: LLY) on a definitive agreement to purchase Verve Therapeutics, Inc. (Nasdaq: VERV), a Boston-based clinical-stage company developing genetic medicines for cardiovascular disease. Verve is developing a pipeline of gene editing medicines designed to address the drivers of atherosclerotic cardiovascular disease (ASCVD) through treatments that may only need to be given once in a lifetime. The transaction is expected to close in the third quarter of 2025.
Lilly plans to 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), upon the achievement of a future milestone.
The Kirkland team included corporate lawyers Keri Schick Norton, Sarkis Jebejian, Steven Choi, Siqi Li, Victor Simonte and Anne Hicks; capital markets lawyers Sharon Freiman, Sophia Hudson, Rebecca Cho, Ryan Paulish and Zach Stricklin; antitrust & Competition lawyers Andrea Murino and Margarita Karkantzou; technology & IP transaction lawyers Shellie Freedman, Rami Sherman, Andy White and Leonor Suarez; and executive compensation lawyers Rob Fowler, Sally Ye and Jenny Cha.
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