Verve Therapeutics Inc (VERV)

Update: Rumour confirmed as Lilly buys Verve Therapeutics

Eli Lilly has confirmed plans for a $1.3 billion takeover bid for Verve Therapeutics, upgrading a collaboration between the two companies that dates back to 2023.

The announcement of the deal comes ahead of a scheduled decision by Lilly on whether to opt into a PCSK9 inhibitor candidate for cardiovascular diseases that was at the heart of the earlier alliance.

Lilly acquired the rights to the candidate – and two others against cholesterol targets PCSK9 and ANGPTL3 – from Beam Therapeutics two years ago for up to $600 million. Now, it has revealed it plans to make a $10.50 per share, upfront payment of around $1 billion to take control of Verve outright, with another $3 per share in a contingent value right (CVR) that could swell the value of the transaction by another $300 million.

That represents an almost 100% premium on Verve's valuation of around $560 million before rumours of negotiations between the two companies, first revealed by the Financial Times this morning, emerged. The speculation drove an 80% spike in the biotech's Nasdaq-listed shares to more than $11.

Lilly also has an earlier alliance with Verve for an in vivo gene-editing programme targeting lp(a), a risk factor for atherosclerotic disease that was also signed two years ago.

In April, Verve tweaked the development of the first PCSK9 inhibitor in its programme (VERVE-101) after a trial revealed issues with liver toxicity that the biotech attributed to the lipid nanoparticle (LNP) delivery system for the drug, an in vivo base-editing candidate developed using Beam's technology platform.

The company has since switched to a second LNP vector with a follow-up candidate (VERVE-102) that seems to offer improved safety and equivalent efficacy at lowering LDL cholesterol according to phase 1 testing in people living with heterozygous familial hypercholesterolemia (HeFH) and/or premature coronary artery disease (CAD). A phase 2 trial is due to start later this year.

In its statement, Lilly revealed that the $3 CVR will be payable on the first patient being dosed with VERVE-102 for atherosclerotic cardiovascular disease (ASCVD) in a US phase 3 trial, assuming that takes place within a specified timeframe.

"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's head of diabetes and metabolic R&D.

"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," she added.

Meanwhile, Verve is running a phase 1b trial of VERVE-201, a base editing medicine targeting ANGPTL3, in refractory hypercholesterolaemia and homozygous familial hypercholesterolaemia (HoFH). The Lp(a) candidate – VERVE-301 – remains in preclinical development.

The takeover is the latest in a flurry of M&A activity in the biopharma sector, with transactions recently announced between Supernus/Sage, Sanofi/Blueprint, BioNTech/CureVac, Novartis/Regulus, and Merck/SpringWorks.

If completed, it will be Lilly's third major acquisition in 2025, coming after it agreed to buy cancer drug developer Scorpion Therapeutics for up to $2.5 billion in January and pain specialist SiteOne Therapeutics for up to $1 billion in May.

The company is sitting on a cash pile fuelled by the runaway success of its GLP-1 agonist-based diabetes and obesity and is on the hunt for pipeline and portfolio-expanding deals. Verve's focus also complements Lilly's own activities in cardiovascular, which include an Lp(a) candidate, lepodisiran, that just hit the mark in a phase 2 trial.

Lilly said it expects the Verve transaction to close in the third quarter of this year.

https://pharmaphorum.com/news/update-rumour-confirmed-lilly-buys-verve-therapeutics

$VERV 💹

VERV........................................................https://stockcharts.com/h-sc/ui?s=VERV&p=W&b=5&g=0&id=p86431144783

Lilly to acquire Verve Therapeutics to advance one-time treatments for people with high cardiovascular risk

June 17, 2025

Verve's leading programs aim to deliver lifelong cardiovascular risk reduction with a single dose by targeting genes strongly linked to cardiovascular disease

Lilly's established capabilities in cardiometabolic disease and genetic medicines are highly complementary to Verve's vision and expertise

INDIANAPOLIS, June 17, 2025 /PRNewswire/ -- Eli Lilly and Company (NYSE: LLY) and Verve Therapeutics, Inc. (Nasdaq: VERV), 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.

About Verve Therapeutics
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.

About Lilly
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

https://ih.advfn.com/stock-market/NASDAQ/verve-therapeutics-VERV/stock-news/96256871/lilly-to-acquire-verve-therapeutics-to-advance-one

$VERV

$VERV Cholesterol is NOT the enemy! pic.twitter.com/gbeQGfoft9— Died Suddenly (@DiedSuddenly_) May 9, 2025

VERV 10Q due Monday 5/5

VERV up off a recent 52/week low

VERV.................................................................................p/m

VERV................................https://stockcharts.com/h-sc/ui?s=VERV&p=W&b=5&g=0&id=p86431144783

VERV 10Q due Monday 2/24

VERV new 52 week low

VERV new 52 week low

VERV 10Q due AUGUST5

VERV new 52 week low

VERV new 52 week low

VERV more new lows up ahead

VERV new 52 week low

VERV new 52 week low

VERV new 52 week low

VERV new 52 week low

VERV new 52 lo

uh oh

VERV over $10

Looking for an entry now

Could see another nice move here is the 50 day holds into close.

VERV morning rally

https://cathiesark.com/

VERV IS A GREAT $$$$$ OPPORTUNITY.

Verve Therapeutics started at outperform with $48 stock price target at BMO Capital

Verve Therapeutics, Inc. is a genetic medicines company, developing an approach to the care of cardiovascular disease (CVD) transforming treatment from chronic management to single-course gene editing medicines. The Company’s initial two programs target PCSK9 and ANGPTL3, respectively, genes that regulate levels of blood lipids. Its lead product candidate, VERVE-101, is designed to permanently turn off the PCSK9 gene in the liver. Reduction of PCSK9 protein in the blood improves the ability of the liver to clear LDL-C from the blood. VERVE-101 utilizes LNP-mediated delivery to target the liver and base editing technology to make a single base change at a specific site in the PCSK9 gene in order to disrupt PCSK9 protein production. It is advancing VERVE-101 initially for the treatment of heterozygous familial hypercholesterolemia. Its second program is designed to permanently turn off the ANGPTL3 gene in the liver. ANGPTL3 is a key regulator of cholesterol and triglyceride metabolism.