Eli Lilly to acquire Verve Therapeutics for $10.50/sh cash plus up to $3.00 CVR per share

Verve Therapeutics, Inc.

Verve stockholders get $10.50/sh cash plus one non-tradable CVR worth up to $3.00/sh upon Phase 3 milestone for VERVE-102.
Support holders of ~17.8% of shares (including GV and CEO) agree to tender; termination fee of ~$39.7M.
Tender offer followed by merger under DGCL 251(h); closing expected by Jan 12, 2026, subject to HSR clearance.
Verve's pipeline focuses on genetic medicines for cardiovascular disease; Lilly adds cardiometabolic and genetic medicine capabilities.
CVR milestone: dosing first human in U.S. Phase 3 trial for VERVE-102 within 10 years of closing.

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