On July 24, 2025 Eli Lilly and Company (NYSE: LLY) and Verve Therapeutics, Inc. (NASDAQ: VERV) reported that the tender offer to purchase all of the issued and outstanding shares ("Shares") of Verve’s common stock in exchange for (i) $10.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (ii) one non-tradable contingent value right ("CVR") per Share, which represents the contractual right to receive a contingent payment of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of a certain specified milestone (the "Offer"), expired as scheduled at one minute past 11:59 p.m., Eastern time, on July 23, 2025 and was not extended (such date and time, the "Expiration Time") (Press release, Eli Lilly, JUL 24, 2025, View Source [SID1234654500]).

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Computershare Trust Company, N.A., the depositary and paying agent for the Offer, has advised Lilly that, as of the Expiration Time, 49,882,464 Shares were validly tendered and not validly withdrawn in the Offer, representing approximately 55.7% of the issued and outstanding Shares as of the Expiration Time. Accordingly, all conditions to the Offer have been satisfied. Lilly and Ridgeway Acquisition Corporation, an indirect wholly owned subsidiary of Lilly, have accepted for payment, and will promptly pay for, all shares validly tendered and not validly withdrawn in the Offer.

The parties expect to consummate the acquisition on July 25, 2025, in accordance with, and subject to the terms of, the definitive agreement for the proposed acquisition.

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.