INDIANAPOLIS and BOSTON, Nov. 30,
2022 /PRNewswire/ -- Eli Lilly and
Company (NYSE: LLY) and Akouos, Inc. (NASDAQ: AKUS) today
announced that 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 and less any applicable tax
withholding, plus (b) one non-tradable contingent value
right ("CVR") 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").
Computershare Trust Company, N.A., the depositary and paying
agent for the Offer, has advised Lilly 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withdrawn in the Offer, representing 81.1% of the issued and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. Accordingly, all
conditions to the Offer have been satisfied. Lilly and Kearny
Acquisition Corporation, a wholly owned subsidiary of
Lilly (the "Purchaser"), have accepted for payment, and will
promptly pay for, all shares validly tendered and not validly
withdrawn in the Offer.
The parties expect to consummate the acquisition on Dec. 1, 2022, in accordance with, and subject to
the terms of, the definitive agreement for the proposed
acquisition.
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 as sole financial advisor.
About Akouos
Akouos is a precision genetic medicine
company dedicated to developing gene therapies with the potential
to restore, improve, and preserve high acuity physiologic hearing
for individuals living with disabling hearing loss worldwide.
Leveraging its precision genetic medicine platform that
incorporates a proprietary adeno-associated viral (AAV) vector
library and a novel delivery approach, Akouos is focused on
developing precision therapies for forms of sensorineural hearing
loss. Headquartered in Boston,
Akouos was founded in 2016 by leaders in the fields of neurotology,
genetics, inner ear drug delivery, and AAV gene therapy.
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 proposed acquisition
of Akouos, regarding potential contingent consideration
amounts and terms, and regarding the anticipated occurrence, manner
and timing of closing of the proposed acquisition. 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 consummating the proposed
acquisition and any competing offers or acquisition proposals for
Akouos, drug research, development and
commercialization, Lilly's evaluation of the accounting
treatment of the potential acquisition and its impact on its
financial results and financial guidance, the effects of the
proposed acquisition on Akouos's stock price, relationships with
key third parties or governmental entities, transaction costs,
risks that the proposed acquisition disrupts current plans and
operations or adversely affects employee retention, potentially
diverting management's attention from Akouos's ongoing business
operations, changes in Akouos's business during the period between
announcement and closing of the proposed acquisition, and any legal
proceedings that may be instituted related to the proposed
acquisition. Actual results could differ materially due to various
factors, risks and uncertainties. Among other things, there
can be no guarantee that the proposed acquisition will be
completed in the anticipated timeframe or at all, that any event,
change or other circumstance that could give rise to the
termination of the definitive agreement for the proposed
acquisition will not occur, that Lilly will realize the
expected benefits of the proposed 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 proposed acquisition on its financial
results or financial guidance. For further discussion of these
and other risks and uncertainties, see Lilly's and Akouos's
most recent Form 10-K and Form 10-Q filings with the United
States Securities and Exchange Commission (the "SEC"). Except as
required by law, neither Lilly nor Akouos undertakes any duty to
update forward-looking statements to reflect events after the date
of this press release.
Additional Information about the Acquisition and Where to
Find It
This communication is for informational purposes
only and is neither an offer to purchase nor a solicitation of an
offer to sell any securities, nor is it a substitute for the tender
offer materials that Lilly and Purchaser filed with the SEC. The
solicitation and offer to buy outstanding shares of Akouos was only
made pursuant to the tender offer materials that Lilly and
Purchaser filed with the SEC. The tender offer materials are
available for free on the SEC's website at www.sec.gov.
Refer
to:
|
Jordan Bishop;
jordan.bishop@lilly.com; 317-473-5712 (Lilly Media)
|
|
Joe Fletcher;
jfletcher@lilly.com; 317-296-2884 (Lilly Investors)
|
|
Lee-Ann Murphy;
lmurphy@akouos.com (Akouos Media)
|
|
Courtney Turiano;
courtney.turiano@sternir.com (Akouos Investors)
|
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SOURCE Eli Lilly and Company