Lilly to Acquire Adverum Biotechnologies

Ropes & Gray is advising Eli Lilly and Company in a definitive agreement to acquire Adverum Biotechnologies, Inc., including its lead product candidate, Ixo-vec. Ixo-vec, is a Phase 3 gene therapy designed to treat vision loss associated with wet age-related macular degeneration with a single intravitreal dose. The deal was announced on Oct. 24.

Under the terms of the merger agreement, Lilly will commence a tender offer to acquire all outstanding shares of Adverum common stock for $3.56 per share in cash at closing plus one non‑transferrable contingent value right (CVR), for total potential per share consideration of up to $12.47. The CVR entitles the holder to receive up to an additional $8.91 in cash upon achievement of two milestones: up to $1.78 upon U.S. approval of Ixo‑vec prior to the seventh anniversary of closing, and up to $7.13 upon the first achievement of annual worldwide net sales of Ixo‑vec exceeding $1.0 billion prior to the tenth anniversary of closing.

The Ropes & Gray team includes mergers & acquisitions partner Emily Oldshue, finance partner Dan Coyne, employment & benefits partner Renata Ferrari, tax partner Pamela Glazier, IP transactions partner Geoffrey Lin, business restructuring partner Cristi Schwarzman, real estate partner David Kaye, health care partner David Peloquin and life sciences regulatory & compliance partner Greg Levine.