INDIANAPOLIS, Dec. 1, 2022 /PRNewswire/ — Eli Lilly and Company (NYSE: LLY) today announced the successful completion of its acquisition of Akouos, Inc. (NASDAQ: AKUS). The acquisition expands Lilly’s efforts in the area of genetic drugs to include Akouos’ portfolio of potential first-class adeno-associated viral gene therapies for the treatment of inner ear conditions, including sensorineural hearing loss.
“Akoouos brings more high-level talent and a significant pipeline to Lilly’s Institute of Genetic Medicine, which will further accelerate our work to advance genetic medicines for people living with difficult-to-treat diseases,” said Andrew C. Adams, Ph.D., senior vice president of genetic medicine at Lilly and co-director of the Institute of Genetic Medicine. “We look forward to supporting and enabling the Akouos team to continue their ground-breaking work developing potential genetic drugs for inner ear conditions and helping fulfill the mission of making healthy hearing accessible. to all.”
The Offer and the Merger
The tender offer to purchase all of the issued and outstanding shares (“Shares”) of common stock of Akouos in exchange for (a) $12.50 per Share, net to the shareholder in cash, without interest (the “Cash Consideration”) and less any applicable withholding taxes, plus (b) a non-negotiable contingent value right (“CVR” and, together with the Cash Consideration, the “Price of the ‘Offer’) per Share, which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the shareholder in cash, without interest and less any applicable withholding taxes, upon completion of certain specified stages (the “Offer”), expired as scheduled at 11:59 p.m. Eastern Time on November 1. 29, 2022 and has not been extended (such date and time being the “Expiration Time”). Lilly has previously announced that as of the Expiry Time, 29,992,668 Shares have been validly tendered and not validly withdrawn under the Offer, representing 81.1% of the issued and outstanding Shares at expiration time. Pursuant to the terms of the Offer, Lilly and its wholly owned subsidiary, Kearny Acquisition Corporation (“Purchaser”), have accepted in payment the shares which have been validly tendered and not validly withdrawn under the Offer.
Following completion of the offer, on December 1, 2022, Lilly completed its acquisition of Akouos through the merger of the buyer with and into Akouos, and without a meeting of Akouos shareholders pursuant to Article 251 (h ) of the Delaware State General Law Corporation (the “DGCL”), Akouos having survived this merger as a wholly owned subsidiary of Lilly. In connection with the merger, each Share issued and outstanding immediately before the effective time of the merger (other than (i) the Shares held in the capital of Akouos or held by Akouos, or held by Lilly, the Buyer or any other directly or indirectly wholly owned subsidiary of Lilly or the Buyer or (ii) Shares held by any shareholder of Akouos who was entitled to and has duly demanded a valuation of such Shares in accordance with article 262 of the DGCL), including each Share that was subject to vesting or forfeiture restrictions granted pursuant to an Akouos stock incentive plan, program or agreement, has been canceled and converted into a right to receive the Offer Price, without interest, less any applicable withholding tax. Akouos common stock will be delisted from the Nasdaq Global Select Market and delisted under the Securities Exchange Act of 1934, as amended.
Under the terms of the Contingent Value Rights Agreement, CVR holders would be entitled to receive conditional payments as follows: (i) $1.00 in cash, upon the fifth (5th) participant being administered with AK -OTOF in a Phase 1 or Phase 1/2 trial on or before December 31, 2024; (ii) $1.00 in cash, to the fifth (5th) participant receiving an Akouos gene therapy product for a second monogenic form of sensorineural hearing loss (excluding AK-OTOF and AK-antiVEGF) on or before December 31, 2026; and (iii) $1.00 cash, when (a) the first (1st) entrant receives an Akouos gene therapy product (excluding AK-antiVEGF) for a monogenic form of sensorineural hearing loss in a phase 3 trial, or (b) receipt of US FDA approval for such Akouos product, whichever comes first, by December 31, 2026, or its value will be reduced by approximately 4, 2 cents per month until December 1, 2028 (the CVR will expire). There can be no assurance that any payments will be made in connection with the CVR.
For Lilly, Kirkland & Ellis LLP is acting as legal counsel. For Akouos, Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal advisor and Centerview Partners LLC is acting as sole financial advisor.
Lilly combines caring and discovery to create medicines that improve the lives of people around the world. We’ve been at the forefront of life-changing discoveries for nearly 150 years, and today our medicines help more than 47 million people around the world. Harnessing the power of biotechnology, chemistry and genetic medicine, our scientists are urgently advancing new discoveries to solve some of the world’s most important health problems, redefine diabetes care, treat obesity and reducing 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 turning the most difficult-to-treat cancers into manageable diseases. With every step towards a healthier world, we are driven by one thing: to make life better for millions more people. This includes conducting innovative clinical trials that reflect the diversity of our world and ensuring our medicines are accessible and affordable. To learn more, visit Lilly.com and Lilly.com/newsroom or follow us on Facebook, Instagram and LinkedIn. C-LLY
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements regarding the acquisition of Akouos by Lilly, regarding the potential benefits of the acquisition, regarding contingent consideration amounts and terms, regarding Akouos’ product candidates and clinical and preclinical development in course, regarding Lilly’s development of a gene therapy program for inner ear conditions and existing genetic medicine programs, and regarding the delisting and delisting of Akouos common stock. All statements other than statements of historical fact are statements that could be considered forward-looking statements. Forward-looking statements reflect current beliefs and expectations; however, such statements involve inherent risks and uncertainties, including with respect to research, development and commercialization of medicines, Lilly’s assessment of the accounting treatment of the acquisition and its impact on its financial results and direction. financial resources, the effects of the acquisition on Akouos’ relationships with key third parties or government entities, transaction costs, the risks that the acquisition will disrupt ongoing plans and operations or adversely affect employee retention, and any legal proceedings that may be instituted in connection with the acquisition. Actual results could differ materially due to various factors, risks and uncertainties. Among other things, there can be no assurance that Lilly will realize the expected benefits of the acquisition, that product candidates will be approved on schedule or at all, that Lilly will be successful in establishing a gene therapy program for inner ear conditions, that all products, if approved, will be commercially successful, that all or part of the contingent consideration will become payable on the terms described herein or at all, that the financial results of Lilly will be consistent with its 2022 guidance or that Lilly can reliably predict the impact of the acquisition on its financial results or financial forecast. For a more in-depth discussion of these and other risks and uncertainties, see Lilly’s most recent Forms 10-K and 10-Q filed with the United States Securities and Exchange Commission. Except as required by law, Lilly undertakes no obligation to update forward-looking statements to reflect events after the date of this press release.
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