Adverum Biotechnologies (ADVM) has announced a tender offer that began on November 7, 2025 and will close at 11:59 p.m. Eastern on December 8, 2025. Shareholders who tender their shares will receive $3.56 in cash per share plus a non‑transferable contingent value right (CVR) that could pay up to $8.91 per share if two regulatory and commercial milestones are met, for a maximum consideration of $12.47 per share. The offer requires a majority of outstanding shares to be tendered; otherwise the transaction will not close.
The offer is backed by a $65 million promissory note from Eli Lilly, secured by a first‑priority lien on Adverum’s assets. Lilly has already advanced $40 million and will provide the remaining $25 million on December 5, 2025. The note bears interest at SOFR plus 10 % per annum, compounds bi‑weekly, and matures on January 22, 2026, with a 5 % prepayment premium. If the tender offer fails to meet its minimum tender condition, the note will become due immediately, adding further liquidity pressure to Adverum.
Adverum’s financial position underscores the urgency of the deal. The company reported an EBITDA of –$186.22 million for the last twelve months, a current ratio of 0.65, an Altman Z‑Score of –31.85, and total debt of $88.94 million. These figures indicate a severe cash burn and a high risk of bankruptcy if the tender offer does not close. The promissory note is intended to bridge the company’s ongoing clinical trials and development activities until the transaction is finalized.
Management has emphasized that the tender offer represents the “best available alternative” after an 18‑month strategic review that yielded no other acquisition proposals. The board has urged shareholders to tender their shares, citing the certainty of value from the Lilly transaction versus the uncertainty of a liquidation scenario. The company’s leadership views the deal as essential to preserving its gene‑therapy pipeline, particularly its lead candidate ixoberogene soroparvovec (Ixo‑vec) for wet age‑related macular degeneration.
Market reaction to the announcement has been driven by the potential upside of the CVR. Adverum’s stock was trading above the cash offer price, reflecting investors’ pricing in the possibility of achieving the CVR milestones. RBC Capital raised its price target on Adverum to $4.00 from $3.00, explicitly citing the acquisition’s valuation. The market’s willingness to pay a premium for the cash component indicates confidence in the company’s pipeline and the strategic fit with Lilly’s portfolio.
In summary, the tender offer represents a pivotal moment for Adverum and Eli Lilly. For Adverum, the deal offers a lifeline to avoid bankruptcy and continue its gene‑therapy development. For Lilly, the acquisition expands its presence in the gene‑therapy space with a promising lead candidate. The outcome of the tender offer will shape the future trajectory of both companies and the broader biotech landscape.
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