Tender Offer - Verve Therapeutics, Inc.

Form Type: SC 14D9

Filing Date: 2025-06-25

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525146127

Filing Summary: Verve Therapeutics, Inc. is filing a Solicitation/Recommendation Statement concerning a tender offer by Ridgeway Acquisition Corporation, an indirect wholly-owned subsidiary of Eli Lilly and Company, to purchase all outstanding shares of its common stock at a price of $10.50 per share in cash, plus one contingent value right (CVR) per share. Each CVR can yield an additional payment of up to $3.00 based on specific clinical milestones. This tender offer is related to a merger agreement dated June 16, 2025, where Ridgeway Acquisition Corporation will merge with Verve, making it an indirect wholly-owned subsidiary of Eli Lilly. The offer is set to expire on July 23, 2025, unless extended. The document outlines the structure of the offer, the conditions for its acceptance, and the potential implications for shareholders and financial interests of executives. The terms ensure holders of Options and Restricted Stock Units will receive corresponding payments and rights based on the tender offer and upon the merger's completion.