0000899243-20-034201.txt : 20201216 0000899243-20-034201.hdr.sgml : 20201216 20201216200717 ACCESSION NUMBER: 0000899243-20-034201 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201214 FILED AS OF DATE: 20201216 DATE AS OF CHANGE: 20201216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tyto Acquisition Corp CENTRAL INDEX KEY: 0001836675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38939 FILM NUMBER: 201393906 BUSINESS ADDRESS: STREET 1: C/O ELI LILLY AND COMPANY GLOBAL STREET 2: HEADQUARTERS, LILLY CORPORATE CENTER CITY: INDIANAPOLIS STATE: IN ZIP: 46285 BUSINESS PHONE: (317) 276-2000 MAIL ADDRESS: STREET 1: C/O ELI LILLY AND COMPANY GLOBAL STREET 2: HEADQUARTERS, LILLY CORPORATE CENTER CITY: INDIANAPOLIS STATE: IN ZIP: 46285 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELI LILLY & Co CENTRAL INDEX KEY: 0000059478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38939 FILM NUMBER: 201393907 BUSINESS ADDRESS: STREET 1: LILLY CORPORATE CTR STREET 2: DROP CODE 1094 CITY: INDIANAPOLIS STATE: IN ZIP: 46285 BUSINESS PHONE: 3172762000 MAIL ADDRESS: STREET 1: LILLY CORPORATE CENTER STREET 2: DROP CODE 1094 CITY: INDIANAPOLIS STATE: IN ZIP: 46285 FORMER NAME: FORMER CONFORMED NAME: LILLY ELI & CO DATE OF NAME CHANGE: 19941024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Prevail Therapeutics Inc. CENTRAL INDEX KEY: 0001714798 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 430 EAST 29TH STREET, SUITE 940 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 917-336-9310 MAIL ADDRESS: STREET 1: 430 EAST 29TH STREET, SUITE 940 CITY: NEW YORK STATE: NY ZIP: 10016 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-12-14 0 0001714798 Prevail Therapeutics Inc. PRVL 0001836675 Tyto Acquisition Corp LILLY CORPORATE CENTER INDIANAPOLIS IN 46285 0 0 1 0 0000059478 ELI LILLY & Co LILLY CORPORATE CENTER NDIANAPOLIS IN 46285 0 0 1 0 Common Stock, par value $0.0001 per share 0 D Eli Lilly and Company ("Lilly") and its wholly owned subsidiary, Tyto Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of December 14, 2020 (the "Merger Agreement"), with Prevail Therapeutics Inc. (the "Issuer"), pursuant to which Purchaser will commence a cash tender offer (as may be amended from time to time in accordance with the terms of the Merger Agreement, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share, of the Issuer (the "Issuer Common Stock"), at a price per share of Issuer Common Stock of (a) $22.50 per Share, net to the seller in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right (a "CVR"), (Continued from footnote 1) which CVR represents the contractual right to receive a contingent payment of up to $4.00 per share, net to the seller in cash, without interest, which amount (or such lesser amount as determined in accordance with the terms and conditions of such contingent value right) will become payable, if at all, if a specified milestone is achieved prior to December 1, 2028, on the terms and subject to the conditions set forth in the Merger Agreement. Upon successful completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Purchaser will be merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger and becoming a wholly-owned subsidiary of Lilly. (Continued in Footnote 3) In connection with the Merger Agreement, Lilly and Purchaser entered into tender and support agreements, each dated as of December 14, 2020 (the "Tender and Support Agreements""), with (i) OrbiMed Private Investments VI, LP (the "OrbiMed Stockholder"), (ii) Pontifax Venture Capital and certain of its affiliates (collectively, the "Pontifax Stockholder"), and (iii) Asa Abeliovich, M.D., PHD. (the "Abeliovich Stockholder"), each of which agreed, subject to certain limited specified exceptions, to tender into the Offer, and not withdraw, all Issuer Common Stock owned of record or beneficially owned or acquired by them after such date (the "Subject Shares"), to vote the Subject Shares in favor of the Merger and vote against certain alternative acquisition proposals to the Merger. (Continued in Footnote 4) As of the date hereof, the Subject Shares include 13,822,463 shares of Issuer Common Stock beneficially owned by the OrbiMed Stockholder, 1,576,881 shares of Issuer Common Stock beneficially owned by the Pontifax Stockholder and 1,957,486 shares of Issuer Common Stock beneficially owned by the Abeliovich Stockholder. (Continued in Footnote 5) As Purchaser is a wholly-owned subsidiary of Lilly, and because Purchaser and Lilly executed the Tender and Support Agreements, each of Purchaser and Lilly (collectively, the "Reporting Persons") may be deemed to have acquired beneficial ownership over the Subject Shares for the purpose of determining its status as a ten percent holder thereof. However, as none of the Reporting Persons have any pecuniary interest in the Subject Shares, beneficial ownership over the Subject Shares is expressly disclaimed for reporting purposes. Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. /s/ Joshua L. Smiley 2020-12-16 /s/ Kenneth L. Custer 2020-12-16 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                     Exhibit 99.1 - Joint Filer Information

Designated Filer: Eli Lilly and Company
Issuer & Ticker Symbol: Prevail Therapeutics Inc. (PRVL)
Date of Event Requiring Statement: December 14, 2020

Joint Filers:
1. Name: Eli Lilly and Company
Address: Lilly Corporate Center
Indianapolis, Indiana 46285

2. Name: Tyto Acquisition Corporation
Address: Lilly Corporate Center
Indianapolis, Indiana 46285



                    Exhibit 99.2 - Joint Filers' Signatures

Designated Filer: Eli Lilly and Company
Issuer & Ticker Symbol: Prevail Therapeutics Inc. (PRVL)
Date of Event Requiring Statement: December 14, 2020


          ELI LILLY AND COMPANY
          By:
          /s/ Joshua L. Smiley
          -----------------------------------------------------------
          Name: Joshua L. Smiley
          Title: Senior Vice President and Chief Financial Officer
          Date: December 16, 2020


          TYTO ACQUISITION CORPORATION
          By:
          /s/ Kenneth L. Custer
          ------------------------------------------------------------
          Name: Kenneth L. Custer
          Title: President
          Date: December 16, 2020