Item 1. |
SECURITY AND ISSUER |
This statement relates to the common stock, par value $0.0001 per share (the Shares), issued by Akouos, Inc. (the Issuer). The
principal executive offices of the Issuer are located at 645 Summer Street, Suite 200, Boston, MA 02210.
Item 2. |
IDENTITY AND BACKGROUND |
This statement is being filed pursuant to Rule 13d-1 under the Act by Eli Lilly and Company, an Indiana corporation
(Lilly), and Kearny Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Lilly (Purchaser and, together with Lilly, the Reporting Persons). The address of the principal business and the
principal office of each of the Reporting Persons is Lilly Corporate Center, Indianapolis, Indiana 46285. The principal business of Lilly is discovering, developing, manufacturing, and selling pharmaceutical products.
The name, business address, present principal occupation or employment and citizenship of each director and executive officer (including a director and
officer who may be a controlling person) of the Reporting Persons is set forth on Schedule A.
During the last five years, none of the Reporting Persons
or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The total amount of funds required by the Reporting Persons to consummate the Offer (as defined below) and purchase all of the outstanding Shares in the Offer
and provide funding in connection with the Merger (as defined below) is approximately $610 million, plus related fees and expenses. The Reporting Persons expect to fund these payments out of cash on hand and borrowings at prevailing market
interest rates under Lillys commercial paper program.
The information set forth or incorporated by reference in Item 4 is incorporated by reference
in this Item 3.
Item 4. |
PURPOSE OF TRANSACTION |
This statement is being filed in connection with the Merger Agreement (defined below) and the Tender and Support Agreements (defined below).
On October 17, 2022, Lilly, the Issuer and Purchaser entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to, and
upon the terms and subject to the conditions of which, Purchaser will commence a tender offer (the Offer) to purchase all of the issued and outstanding Shares in exchange for (a) $12.50 per Share, net to the stockholder in cash,
without interest (the Cash Consideration) and less any applicable tax withholding, plus (b) one non-tradable contingent value right (CVR) per Share, 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 (the CVR Agreement) to be entered into with a rights agent selected by Lilly and reasonably acceptable to the Issuer (the Cash Consideration plus one CVR, collectively, the
Offer Price). The obligations of Purchaser to accept for payment and pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer is subject to various conditions set forth in the Merger Agreement, including
(i) that there shall have been validly tendered in the Offer and not validly withdrawn prior to the expiration of the Offer that number of Shares that, together with the number of Shares, if any, then owned beneficially by Lilly and Purchaser
(together with their wholly-owned subsidiaries), would represent a majority of the Shares outstanding as of the consummation of the Offer, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and any agreement with any governmental body not to consummate or to delay consummation of the transactions, (iii) the accuracy of the Issuers representations and warranties set forth in the
Merger Agreement, and the performance of the Issuers covenants set forth in the Merger Agreement,