Eli Lilly and Company has agreed to acquire Prevail Therapeutics, a New York-based company developing gene therapies, in a $1.04-billion deal ($880 million upfront plus one non-tradable contingent value right worth up to $160 million).

The acquisition will establish a new gene therapy program within Lilly that will be anchored by Prevail’s portfolio of clinical-stage and preclinical neuroscience assets. Prevail’s lead gene therapies in clinical development are: (1) PR001 for patients with Parkinson’s disease with GBA1 mutations and neuronopathic Gaucher disease, which occurs in newborns and infants and is characterized by neurological complications due to the abnormal accumulation of glucocerebroside in the brain; and (2) PR006 for patients with frontotemporal dementia with GRN mutations. Prevail’s preclinical pipeline includes PR004 for patients with specific synucleinopathies, as well as potential adeno-associated viruses-based gene therapies for Alzheimer’s disease, Parkinson’s disease, amyotrophic lateral sclerosis, and other neurodegenerative disorders.

Under the agreement, Lilly will offer to acquire all outstanding shares of Prevail Therapeutics for a purchase price of approximately $880 million payable at closing, plus one non-tradeable contingent value right (CVR). The CVR entitles Prevail stockholders to up to an additional $160 million 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: the US, Japan, the UK, Germany, France, Italy, or Spain.

The transaction is not subject to any financing condition and is expected to close in the first quarter of 2021, subject to customary closing conditions, including receipt of required regulatory approvals and the tender of a majority of the outstanding shares of Prevail’s common stock. Following the successful closing of the tender offer, Lilly will acquire any shares of Prevail that are not tendered in the tender offer through a second-step merger at the same consideration as paid in the tender offer.

Source: Eli Lilly and Company and Prevail Therapeutics