Immunology Drug Company Sold for 1.2 Trillion Won Completes Share Buyback for Activist Investors

According to the 15th amendment to the Schedule 13D filed with the U.S. Securities and Exchange Commission for Ventyx Biosciences, Inc. (NASDAQ: VTYX), Somasundaram Subramaniam and affiliates of New Science Ventures have fully cashed out their equity stakes and stock options in connection with Eli Lilly’s $14 per share cash merger offer. The filing states that on February 27 they distributed their shares pro rata to investors at no cost, and at the effective time of the merger on March 4 they redeemed any remaining interests—leaving them with no economic stake in Ventyx or plans for future activist activity. Their existing voting and support agreements with Ventyx also terminated upon completion of the merger.

Eli Lilly announced on January 7 that it had entered into a merger agreement to acquire Ventyx at $14 per share, representing an all-cash transaction valued at approximately $1.2 billion (roughly KRW 1.6 trillion). The deal closed on March 4, at which point Ventyx became a wholly owned subsidiary of Eli Lilly and its shares were delisted from NASDAQ. At Ventyx’s special shareholder meeting on March 3, shareholders approved the merger agreement and related management compensation proposals, completing the required shareholder procedures for closing.

Ventyx is a clinical-stage biotech company developing oral immunology and inflammation modulators for patients with autoimmune, inflammatory, and neurodegenerative diseases. The acquisition exemplifies the recent trend of large pharmaceutical companies buying pre-revenue pipeline firms to bolster their immunology and autoimmune disease portfolios.