| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AKUS | Common Stock | Purchase | $375M | +30M | $12.50 | 100 | Nov 30, 2022 | Direct | F1, F2, F3, F4 |
Kearny Acquisition Corp is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Kearny Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of October 17, 2022 (the "Merger Agreement"), with Akouos, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of the Issuer in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share, |
| F2 | (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A. |
| F3 | As of one minute past 11:59 p.m., Eastern Time, on November 29, 2022 (the "Expiration Time"), when the Offer expired, approximately 29,992,668 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On November 30, 2022, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time. |
| F4 | Following consummation of the Offer, on December 1, 2022, Lilly completed its acquisition of the Issuer pursuant to the terms of the Merger Agreement through the merger of Purchaser with and into the Issuer, and without a meeting of the stockholders of the Issuer in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer surviving such merger as a wholly-owned subsidiary of Lilly. As a result of the merger, Lilly received an aggregate of 100 newly issued shares of common stock, $0.00001 par value per share (the "New Shares"), of the Issuer, which represent all of the Issuer's issued and outstanding New Shares. |