AtaiBeckley Inc. (ATAI) has entered into a definitive merger agreement to be acquired by Eli Lilly and Company. Under the terms of the agreement, AtaiBeckley stockholders will receive $6.75 in cash per share at closing, plus a non-tradable Contingent Value Right (CVR) that could provide up to an additional $2.50 in cash per share.
Key Details
- Merger Consideration: Stockholders will receive $6.75 per share in cash upfront, plus one CVR per share, representing a total potential consideration of up to $9.25 per share.
- Contingent Value Rights (CVRs): The CVR entitles holders to an aggregate of up to $2.50 in cash payments, contingent upon achieving specific milestones:
- $1.00/share: Upon initiation of a Phase 3 clinical trial for VLS-01 within four years of closing.
- $0.50/share: Upon U.S. regulatory approval and DEA rescheduling of BPL-003 within five years of closing.
- $1.00/share: Upon U.S. regulatory approval and DEA rescheduling of VLS-01 within seven years of closing.
- Transaction Details: The agreement was unanimously approved by AtaiBeckley's board of directors. Upon completion, AtaiBeckley will become a wholly owned subsidiary of Eli Lilly. The agreement includes a termination fee of $104.3 million payable by AtaiBeckley to Eli Lilly under certain conditions.