Item 2.01
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Completion of Acquisition or Disposition of Assets
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As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the
SEC) by Prevail Therapeutics Inc. (the Company) on December 15, 2020, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Eli Lilly and Company, an Indiana corporation
(Parent), and Parents wholly-owned subsidiary, Tyto Acquisition Corporation, a Delaware corporation (Purchaser).
Pursuant
to the Merger Agreement, and upon the terms and subject to the conditions thereof, on December 22, 2020, Purchaser commenced a tender offer (the Offer) to purchase all of the Companys outstanding shares of common stock, par
value $0.0001 per share (the Shares), pursuant to the Merger Agreement, in exchange for (i) $22.50 per Share, net to the seller in cash, without interest and less any applicable tax withholding, plus (ii) one non-tradeable contingent value right, which represents the contractual right to receive a contingent payment of up to $4.00 per Share, net to the seller in cash, without interest and less any applicable tax
withholding, which amount (or such lesser amount as determined in accordance with the terms and conditions of the contingent value rights agreement to be entered into with a rights agent mutually agreeable to Parent and the Company) will become
payable, if at all, if a specified milestone is achieved prior to December 1, 2028 (the Offer Price).
The Offer expired at one minute
after 11:59 p.m. (12:00 midnight) Eastern time, on Thursday, January 21, 2021. According to Computershare Trust Company, N.A., the depositary for the Offer, 27,374,689 Shares were validly tendered in accordance with the terms of the Offer and
received (as defined in Section 251(h)(6)(f) of the General Corporation Law of the State of Delaware (the DGCL)) and not validly withdrawn, representing approximately 79.8% of the aggregate number of then issued and
outstanding Shares. The number of Shares tendered satisfied the Minimum Tender Condition (as defined in the Merger Agreement). All conditions to the Offer having been satisfied or waived, Purchaser accepted for payment all Shares validly tendered
(and not validly withdrawn) prior to the expiration of the Offer and made payment for such Shares on January 22, 2021.
On January 22, 2021, as
a result of its acceptance of, and payment for, the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the merger of Purchaser with and into the Company (the Merger), without a vote of the
stockholders of the Company pursuant to Section 251(h) of the DGCL. Accordingly, following the consummation of the Offer, Parent and Purchaser effected the Merger pursuant to Section 251(h). At the effective time of the Merger, each
outstanding Share (other than (1) Shares owned by the Company (or held in the Companys treasury) immediately prior to the Effective Time, (2) Shares owned by Parent, Purchaser or any direct or indirect wholly-owned subsidiary of
Parent immediately prior to the Effective Time and (3) Shares held by any stockholder who was entitled to demand and properly demanded appraisal of such Shares pursuant to, and who complied in all respects with, Section 262 of the DGCL and
who, as of the Effective Time, had neither effectively withdrawn nor lost its rights to such appraisal and payment under the DGCL with respect to such Share) was converted into the right to receive the Offer Price from Purchaser. At the effective
time of the Merger, the Company became a wholly-owned subsidiary of Parent. As a result, a change of control of the Company occurred.
The foregoing
description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on
Form 8-K and is incorporated by reference herein.