The Ademi Firm is investigating Verve (Nasdaq: VERV) for possible breaches of fiduciary duty and other violations of law in its transaction with Eli Lilly.
In the tender offer transaction, shareholders of Verve will receive $10.50 per share in cash (an aggregate of approximately $1.0 billion) payable at closing, plus one non-tradeable contingent value right (CVR) per share that entitles the holder to receive up to an additional $3.00 per share, for a total potential consideration of up to $13.50 per share in cash without interest (an aggregate of up to approximately $1.3 billion). CVR holders would become entitled to receive the contingent payment upon the first patient being dosed with VERVE-102 for ASCVD in a U.S. Phase 3 clinical trial on or prior to the tenth anniversary of closing or termination of the CVR.
Verve insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Verve by imposing a significant penalty if Verve accepts a competing bid. We are investigating the conduct of the Verve board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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