Lilly to Acquire Adverum Biotechnologies for $3.56 Cash, CVR

Eli Lilly and Company (Lilly) has agreed to acquire Adverum Biotechnologies, Inc. (NASDAQ:ADVM) for $3.56 per share in cash, plus a contingent value right (CVR) potentially worth up to an additional $8.91 per share, bringing the total potential per-share consideration to $12.47. The companies announced the definitive agreement on October 24, 2025.

Under the terms of the merger agreement, Lilly's subsidiary, Flying Tigers Acquisition Corporation, will commence a tender offer to purchase all outstanding shares of Adverum common stock. The offer is for $3.56 per share in cash, plus one non-tradable CVR. Each CVR represents a contractual right to receive up to two contingent cash payments upon the achievement of specific milestones related to Adverum's lead product candidate, ixoberogene soroparvovec (Ixo-vec).

The contingent value rights offer potential payments of up to $1.78 per CVR upon U.S. regulatory approval of Ixo-vec for wet age-related macular degeneration (wAMD) within seven years of the transaction's closing. A second potential payment of up to $7.13 per CVR is linked to annual worldwide net sales of Ixo-vec exceeding $1.0 billion within ten years of closing. These payments may be reduced by a Milestone Offset Amount.

Ixo-vec is a gene therapy candidate currently in Phase 3 clinical development for wAMD, a chronic retinal disease affecting millions. Designed as a single intravitreal dose, it aims to deliver sustained levels of aflibercept, potentially reducing the need for frequent injections associated with current treatments and improving patient outcomes. The program has received Fast Track and Regenerative Medicine Advanced Therapy (RMAT) designations from the U.S. Food and Drug Administration.

In connection with the merger, Lilly will provide Adverum with a secured promissory note of up to $65 million. These funds are intended to support Adverum's working capital and clinical development for Ixo-vec pending the transaction's closure. The acquisition is subject to customary closing conditions, including the tender of a majority of Adverum's outstanding shares, which cannot be waived without Adverum's consent. The transaction is not contingent on Lilly securing financing.

The merger agreement details the treatment of Adverum's equity awards. Company stock options with an exercise price below the closing amount will be converted into cash and a CVR. Out-of-the-money options will vest and become exercisable before closing, with unexercised options cancelled. Restricted stock units (RSUs) and performance stock units (PSUs) will be cancelled for cash and a CVR. Warrants will be exchanged for cash and a CVR, or cancelled if their exercise price exceeds the merger consideration.

Adverum's Board of Directors unanimously determined the transaction to be advisable and in the best interests of its stockholders, resolving to recommend that stockholders accept the offer. The merger agreement includes customary termination provisions and a $4 million termination fee payable by Adverum under certain circumstances, such as entering into an agreement for a superior proposal. The transaction is anticipated to close in the fourth quarter of 2025.