Lilly to acquire Verve Therapeutics to advance one-time treatments for people with high cardiovascular risk
Eli Lilly and Company and Verve Therapeutics, Inc. a Boston-based clinical-stage company developing genetic medicines for cardiovascular disease, today announced a definitive agreement for Lilly to acquire Verve.
• 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.
• Verve's lead program (VERVE-102) is a potential first-in-class 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 (HeFH), a subset of ASCVD that affects 1 in 250 people in the general population, as well as certain patients with premature coronary artery disease (CAD).
• VERVE-102 is being evaluated in a Phase 1b clinical trial study and has been granted Fast Track designation by the U.S. Food and Drug Administration.
• ""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,"" said Ruth Gimeno, Lilly group vice president, Diabetes and Metabolic Research and Development.
• ""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 was founded with one mission in mind: transform the treatment of cardiovascular disease from chronic care to a one-dose future,"" said Sekar Kathiresan, M.D., co-founder and chief executive officer of Verve Therapeutics.
• ""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 Lilly's 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.""
• Under the terms of 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 U.S. Phase 3 clinical trial on or prior to the tenth anniversary of closing or termination of the CVR.
• There can be no assurance that any payments will be made with respect to 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.
• The purchase price payable at closing represents a premium of approximately 113% to the 30-day volume-weighted average trading price of Verve's common stock ended on June 16, 2025, the last trading day before the announcement of the transaction.
• Verve's board of directors unanimously recommends that Verve's stockholders tender their shares in the tender offer.
• To demonstrate their commitment to the transaction, Sekar Kathiresan, Andrew Ashe and entities affiliated with GV have signed tender and support agreements whereby they agreed, subject to certain terms and conditions, to tender their shares in the tender offer.
• The shares subject to the agreements that are beneficially owned by such stockholders represent a total of approximately 17.8% of Verve's outstanding common stock.
• Lilly will determine the accounting treatment of this transaction in accordance with Generally Accepted Accounting Principles (GAAP) upon closing.
• This transaction will thereafter be reflected in Lilly's financial results and financial guidance.
For Lilly, Kirkland & Ellis LLP is acting as legal counsel. For Verve, Centerview Partners LLC and Guggenheim Securities, LLC are acting as financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP, is acting as legal counsel.
• Verve Therapeutics, Inc. (Nasdaq: VERV) is a clinical-stage company developing a new class of genetic medicines for cardiovascular disease with the potential to transform treatment from chronic therapies to single-course gene editing medicines.
The company's lead programs –VERVE-102, VERVE-201, and VERVE-301 – target the three lipoprotein drivers of atherosclerosis: low-density lipoproteins, triglyceride-rich lipoproteins, and lipoprotein(a).
• VERVE-102 is designed to permanently turn off the PCSK9 gene in the liver and is being developed initially for heterozygous familial hypercholesterolemia and ultimately to treat patients with established atherosclerotic cardiovascular disease (ASCVD) who continue to be impacted by high low-density lipoprotein cholesterol levels.
• VERVE-201 is designed to permanently turn off the ANGPTL3 gene in the liver and is initially being developed for refractory hypercholesterolemia, where patients still have high low-density lipoprotein cholesterol despite treatment with maximally tolerated standard of care therapies, and homozygous familial hypercholesterolemia. VERVE-301 is designed to permanently turn off the LPA gene to reduce lipoprotein (a) levels. Lipoprotein (a) is a genetically validated, independent risk factor for ASCVD, ischemic stroke, thrombosis, and aortic stenosis. For more information, please visit www.VerveTx.com.
• Lilly is a medicine company turning science into healing to make life better for people around the world. We've been pioneering life-changing discoveries for nearly 150 years, and today our medicines help tens of millions of people across the globe.
• Harnessing the power of biotechnology, chemistry and genetic medicine, our scientists are urgently advancing new discoveries to solve some of the world's most significant health challenges: redefining diabetes care; treating obesity and curtailing its most devastating long-term effects; advancing the fight against Alzheimer's disease; providing solutions to some of the most debilitating immune system disorders; and transforming the most difficult-to-treat cancers into manageable diseases.
• With each step toward a healthier world, we're motivated by one thing: making life better for millions more people.
• That includes delivering innovative clinical trials that reflect the diversity of our world and working to ensure our medicines are accessible and affordable.
• To learn more, visit Lilly.com and Lilly.com/news, or follow us on Facebook, Instagram, and LinkedIn. F-LLY
Cautionary Statement Regarding Forward-Looking Statements
• Potential benefits of Verve’s gene editing programs for cardiovascular disease.
• Terms and amount of contingent consideration.
• Anticipated tender offer process and timing of acquisition closing.
• Verve’s clinical and preclinical product development.
• Lilly’s broader efforts in cardiovascular and cardiometabolic health programs.
• Expected accounting treatment under GAAP and potential impact on financials.
*All statements, apart from historical facts, are forward-looking and reflect current beliefs and expectations.
* Subject to inherent risks and uncertainties, including:
- Completion of the proposed acquisition and potential competing bids
- Unpredictability in drug research, development, and commercialization
- Challenges in determining accounting treatment and financial outcomes
- Stockholder participation in the tender offer
- Effects of the announcement on stock prices and key relationships
- Regulatory developments and global economic conditions like trade disputes and tariffs
- Possible transaction costs, operational disruptions, and employee retention issues
- Legal proceedings or changes in Verve’s business before the deal closes
- Completion timeline or success of the acquisition
- Satisfaction of all conditions to closing
- Receipt of anticipated benefits or commercialization success
- Approval of product candidates or timeliness of regulatory clearances
- Financial outcomes aligning with Lilly’s 2025 guidance
- Realization of any contingent consideration
For more detail, reference is made to Lilly’s and Verve’s SEC filings (Form 10-K and 10-Q). No obligation to update forward-looking statements, unless required by law.
Sick and tired of always wondering if you are being asked to pay the right price for your APIs? This empowers you with the answers you need to make the right decisions in the Global API market.
Chemxpert Database is one of the biggest and most comprehensive directories of pharma and chemicals, manufacturers, suppliers and information. Provided with current information on prices, demand and transactions, it gives you instant feedback on whether you are buying what is right and at the right time.
Start using market intelligence today and allow yourself to be in control in the API market.
Check it out today and make more informed sourcing decisions! Learn More!