AtaiBeckley to be acquired by Eli Lilly for $6.75/share plus CVRs up to $2.50/share

AtaiBeckley Inc.

• Merger consideration: $6.75 per share cash plus one CVR per share with potential milestone payments up to $2.50 per share.
• CVR milestones: $1.00 for VLS-01 Phase 3 start, $0.50 for BPL-003 US approval/DEA rescheduling, $1.00 for VLS-01 US approval/DEA rescheduling.
• Termination fee of $104.3M payable by AtaiBeckley under certain conditions; no-shop with fiduciary out.
• Support agreements with directors, officers, and Apeiron Investment Group to vote in favor.
• Conditions include stockholder approval, HSR clearance, no MAE; expected close within 6-9 months.