-=Prevail Therapeutics (PRVL) to be acquired by Lilly (LLY) for $22.50 per share

• A gene therapy company.  Other gene therapy stocks: Bluebird Bio (BLUE) and Uniqure (QURE).

Lilly (LLY) to acquire Prevail Therapeutics for $22.50 per share in cash

The cos announced a definitive agreement for Lilly to acquire Prevail for $22.50 per share in cash (or an aggregate of ~$880 mln) payable at closing plus one non-tradable contingent value right ("CVR") worth up to $4.00 per share in cash (or an aggregate of ~$160 mln), for a total consideration of up to $26.50 per share in cash (or an aggregate of ~$1.040 bln). The CVR is payable upon the first regulatory approval of a product from Prevail's pipeline.

Under the terms of the agreement, Lilly will commence a tender offer to acquire all outstanding shares of Prevail Therapeutics Inc. for a purchase price of $22.50 per share in cash (or an aggregate of ~$880 mln) payable at closing plus one non-tradeable CVR. The CVR entitles Prevail stockholders to up to an additional $4.00 per share in cash (or an aggregate of ~$160 mln) payable (subject to certain terms and conditions) upon the first regulatory approval for commercial sale of a Prevail product in one of the following countries: United States, Japan, United Kingdom, Germany, France, Italy or Spain. To achieve the full value of the CVR, such regulatory approval must occur by December 31, 2024. If such regulatory approval occurs after December 31, 2024, the value of the CVR will be reduced by ~8.3 cents per month until December 1, 2028 (at which point the CVR will expire). There can be no assurance any payments will be made with respect to the CVR. The transaction is not subject to any financing condition and is expected to close in the first quarter of 2021.

Upon closing, the impact of this transaction will be reflected in Lilly's 2021 financial results according to Generally Accepted Accounting Principles (GAAP). There will be no change required to Lilly's 2021 financial guidance being issued today for research and development expense or non-GAAP earnings per share as a result of this transaction.