Adverum to be Acquired by Eli Lilly at $3.56 per Share
Adverum Biotechnologies (ADVM) has mailed a letter to its stockholders in connection with its pending transaction to be acquired by Eli Lilly and Company (LLY). In accordance with the merger agreement between Lilly and Adverum, on November 7, 2025 Lilly commenced a tender offer to acquire all of the outstanding shares of Adverum's common stock for a per share price of $3.56 per share in cash payable at closing plus one non-transferable contingent value right that entitles the holder to receive up to an additional $8.91 per CVR in cash upon the achievement of two milestones, for total potential per share consideration of up to $12.47. The tender offer is scheduled to expire one minute past 11:59 p.m., Eastern time, on December 8, 2025. The transaction is subject to closing conditions, including the tender of a majority of the outstanding shares of Adverum's common stock and other conditions included in the merger agreement and described in the tender offer documents that have been filed with the SEC. The letter reiterates: that Adverum has issued a promissory note to Lilly pursuant to which Lilly has advanced an aggregate of $40M of up to $65M to Adverum and is obligated to fund the additional $25M on December 5, 2025. However, if the merger agreement with Lilly is terminated, including as a result of the minimum tender condition not being satisfied, all outstanding amounts under the Promissory Note will immediately become due and payable, and the Promissory Note includes a 5.0% prepayment premium applicable to any prepayment or acceleration of the obligations. Advances under the Promissory Note bear interest at a rate equal to the Secured Overnight Financing Rate plus 10.0% per annum, compounded bi-weekly, and the maturity date of the Promissory Note is January 22, 2026. Additionally, upon the termination of the merger agreement with Lilly, Adverum does not anticipate that it will have sufficient available liquidity to fund its ongoing operations or the required repayment of all outstanding amounts under the Promissory Note. If Adverum fails to repay the Promissory Note when due, Lilly will be entitled to pursue foreclosure remedies as a secured creditor under the Promissory Note, which would likely result in Adverum's bankruptcy; the immediate and certain cash value the transaction delivers to Adverum stockholders through the upfront cash consideration of $3.56 per share, which the Adverum Board of Directors believes to be compelling, especially when viewed against the likelihood of an imminent liquidation and the absence of other available alternatives; the fact that the CVRs provide Adverum's stockholders with an opportunity to realize additional value of up to an aggregate of $8.91 per CVR in cash to the extent that both of the milestones set forth in the CVR agreement are achieved within the time periods and subject to the conditions described therein; and the Adverum Board of Directors' belief, after considering the various alternatives available to Adverum, including remaining a standalone company, and taking into account the review of strategic alternatives undertaken by the Adverum Board of Directors with the assistance of outside financial and legal advisors over the course of eighteen months, which did not yield any acquisition proposals other than Lilly's, that the proposed transaction with Lilly represents the best alternative available to Adverum and its stockholders.
