JPM | US Special Situations Daily: July 16, 2026

Research evidence excerpt

JPM | US Special Situations Daily: July 16, 2026

Neetu Jhamb - Specialist Sales - US Special Situations AC (1-212) 272-5971 North America Specialist Sales J P M O R G A N

neetu.jhamb@jpmorgan.com JPM | US Special Situations

J.P. Morgan Securities LLC Daily:Eli Lilly to acquire

AtaiBeckley, Distribution Solutions

Group to be acquired by LKCM

Headwater Investments

16 July 2026

companies have approved the transaction.

• Strategic Rationale: Expand Lilly’s neuroscience pipeline with AtaiBeckley’s rapid-acting neuroplastogens, led by BPL-

003 (intranasal synthetic 5-MeO-DMT) aimed at durable relief for treatment-resistant depression and other serious mental

health conditions; leverage Lilly’s scale to potentially accelerate development and commercialization.

• ATAI/LLY: Merger Agreement Summary:

• Approvals: HSR, receipt of foreign antitrust and FDI approvals (filed within 10 business days, July 28)

• Shareholder approval: Majority approval. Prelim proxy to be filed within 10 business days, July 28

• Termination date: Jan 15, 2027 extendable to April 15, 2027

• Termination fee: is $104,300,000

• Confidentiality Agreement: dated as of July 2, 2024

• MAC Carev-out: (j) any results, outcomes, data, adverse events, side effects or safety observations arising from any non-

clinical or clinical studies or trials that have been conducted by or on behalf of the Company or its Subsidiaries (or the

announcements thereof), or the determination by, or the delay of a determination by, or recommendation of, the FDA or

other Governmental Body, or any panel or advisory body empowered or appointed thereby, with respect to the clinical

hold, acceptance, filing, designation, approval, clearance, non-acceptance, termination, refusal to file, non-approval,