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 genetic
medicines to include Akouos's portfolio of potential first-in-class
adeno-associated viral gene therapies for the treatment of inner
ear conditions, including sensorineural hearing loss.
"Akouos brings more top-tier talent and an important pipeline to
Lilly's Institute for Genetic Medicine that 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 for Genetic Medicine. "We
look forward to supporting and enabling the Akouos team to continue
their ground-breaking work developing potential genetic medicines
for inner ear conditions and to help fulfill the mission of making
healthy hearing available to all."
The Offer and the Merger
The tender offer to purchase
all of the issued and outstanding shares ("Shares") of Akouos's
common stock in exchange for (a) $12.50 per Share, net to the stockholder in cash,
without interest (the "Cash Consideration") and less any applicable
tax withholding, plus (b) one non-tradable contingent value
right ("CVR" and, together with the Cash Consideration, the "Offer
Price") per Share, which represents the contractual right to
receive contingent payments 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 certain specified milestones (the "Offer"), expired
as scheduled at one minute past 11:59 p.m.,
Eastern time, on Nov. 29, 2022
and was not extended (such date and time, the "Expiration Time").
Lilly previously announced that, as of the Expiration Time,
29,992,668 Shares were validly tendered and not validly withdrawn
in the Offer, representing 81.1% of the issued and outstanding
Shares as of the Expiration Time. In accordance with the terms of
the Offer, Lilly and its wholly owned subsidiary, Kearny
Acquisition Corporation ("Purchaser"), accepted for payment shares
that were validly tendered and not validly withdrawn in the
Offer.
Following consummation of the Offer, on Dec. 1, 2022, Lilly completed its acquisition of
Akouos through the merger of Purchaser with and into Akouos, and
without a meeting of the stockholders of Akouos in accordance with
Section 251(h) of the General Corporation Law of the State of Delaware (the "DGCL"), with Akouos
surviving such merger as a wholly owned subsidiary of Lilly. In
connection with the merger, each Share issued and outstanding
immediately prior to the effective time of the merger (other than
(i) Shares held in Akouos's treasury or owned by Akouos, or owned
by Lilly, Purchaser or any direct or indirect wholly-owned
subsidiary of Lilly or Purchaser or (ii) Shares held by any
stockholder of Akouos who was entitled to demand and properly
demanded appraisal for such Shares in accordance with Section 262
of the DGCL), including each Share that was subject to vesting or
forfeiture restrictions granted pursuant to an Akouos equity
incentive plan, program or arrangement, was cancelled and converted
into the right to receive the Offer Price, without interest, less
any applicable tax withholding. Akouos's common stock will be
delisted from The Nasdaq Global Select Market and deregistered
under the Securities Exchange Act of 1934, as amended.
Under the terms of the contingent value rights agreement, CVR
holders would become entitled to receive contingent 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 prior to Dec. 31,
2024; (ii) $1.00 in cash, upon
the fifth (5th) participant being administered with an Akouos gene
therapy product for a second monogenic form of sensorineural
hearing loss (excluding AK-OTOF and AK-antiVEGF) on or prior to
Dec. 31, 2026; and (iii) $1.00 in cash, upon (a) the first (1st)
participant being administered with 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 FDA approval in
the U.S. for such Akouos product, whichever occurs first, on or
prior to Dec. 31, 2026, or its value
will be reduced by approximately 4.2
cents per month until Dec. 1,
2028 (at which point the CVR will expire). There can be no
assurance that any payments will be made with respect to 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 counsel and Centerview
Partners LLC is acting as sole financial advisor.
About Lilly
Lilly unites caring with discovery to
create medicines that make life better for people around the world.
We've been pioneering life-changing discoveries for nearly 150
years, and today our medicines help more than 47 million
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/newsroom or
follow us on Facebook, Instagram and LinkedIn. C-LLY
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking
statements regarding Lilly's acquisition of Akouos,
regarding prospective benefits of the acquisition, regarding
contingent consideration amounts and terms, regarding Akouos's
product candidates and ongoing clinical and preclinical
development, regarding Lilly's development of a gene therapy
program for inner ear conditions and existing genetic medicine
programs, and regarding the delisting and deregistration of
Akouos's common stock. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements. Forward-looking statements reflect current beliefs
and expectations; however, these statements involve inherent
risks and uncertainties, including with respect to drug research,
development and commercialization, Lilly's evaluation of the
accounting treatment of the acquisition and its impact on its
financial results and financial guidance, the effects of the
acquisition on Akouos's relationships with key third parties or
governmental entities, transaction costs, risks that the
acquisition disrupts current plans and operations or adversely
affects employee retention, and any legal proceedings that may be
instituted related to the acquisition. Actual results could differ
materially due to various factors, risks and
uncertainties. Among other things, there can be no guarantee
that Lilly will realize the expected benefits of the
acquisition, that product candidates will be approved on
anticipated timelines or at all, that Lilly will be
successful in building a gene therapy program for inner ear
conditions, that any products, if approved, will be commercially
successful, that all or any of the contingent consideration will
become payable on the terms described herein or at all,
that Lilly's financial results will be consistent with its
expected 2022 guidance or that Lilly can reliably predict
the impact of the acquisition on its financial results or financial
guidance. For further discussion of these and other risks and
uncertainties, see Lilly's most recent Form 10-K and Form 10-Q
filings with the United States Securities and Exchange
Commission. Except as required by law, Lilly does not undertake any
duty to update forward-looking statements to reflect events after
the date of this press release
Refer to:
|
Jordan Bishop;
jordan.bishop@lilly.com; 317-473-5712 (Media)
|
|
Joe Fletcher;
jfletcher@lilly.com; 317-296-2884 (Investors)
|
View original content to download
multimedia:https://www.prnewswire.com/news-releases/lilly-completes-acquisition-of-akouos-expanding-efforts-to-help-people-with-genetic-diseases-301691496.html
SOURCE Eli Lilly and Company