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Ropes & Gray Advises Prevail Therapeutics in Sale to Lilly to Establish Gene Therapy Program

Practices: Mergers & Acquisitions, Life Sciences, Capital Markets, Tax, Antitrust, Securities & Futures Enforcement, FDA Regulatory, Executive Compensation & Employee Benefits

Ropes & Gray advised Prevail Therapeutics in a definitive agreement to be acquired by global healthcare leader Eli Lilly and Company. The acquisition will establish a gene therapy program at Lilly anchored by Prevail’s portfolio of neuroscience therapeutics to address fatal genetic forms of neurodegenerative diseases including Parkinson’s disease and neuronopathic Gaucher disease, among other disorders. The transaction was announced on December 15.

Under the terms of the agreement, Lilly will commence a tender offer to acquire all outstanding shares of Prevail for a purchase price of $22.50 per share in cash, or an aggregate of approximately $880 million, payable at closing plus one non-tradeable contingent value right derivative. The CVR entitles Prevail stockholders to up to an additional $4.00 per share in cash, or an aggregate of approximately $160 million, payable, subject to certain terms and conditions, upon the first regulatory approval for commercial sale of a Prevail product in countries including the U.S., Japan, U.K., Germany, France, Italy or Spain. 

The Ropes & Gray team was led by life sciences mergers & acquisitions partner Chris Comeau (Boston) and included life sciences licensing partner Marc Rubenstein and employment & benefits partner Renata Ferrari (all of Boston), antitrust partner Mike McFalls (Washington, D.C.) and litigation & enforcement partner David Hennes (New York), tax partner Leo Arnaboldi (New York), life sciences regulatory & compliance partner Al Cacozza (Washington, D.C.), and mergers & acquisitions counsel Stephanie Lapidus (Boston).

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