AtaiBeckley (ATAI) Proxy filing summary

Executive summary

• Special meeting called for shareholders to vote on a merger agreement with Eli Lilly and Company, where each share will be converted into $6.75 in cash plus a contingent value right (CVR) of up to $2.50 per share based on future milestones.

• The cash consideration represents a 40% premium to the 30-day volume-weighted average trading price prior to the merger announcement.

• AtaiBeckley will become a wholly owned subsidiary of Lilly and will be delisted from Nasdaq if the merger is completed.

• The board unanimously recommends voting in favor of the merger and adjournment proposals.

Voting matters and shareholder proposals

• Shareholders are asked to vote on adopting the merger agreement and on the potential adjournment of the meeting to solicit additional proxies if needed.

• Approval of the merger requires a majority of outstanding shares; adjournment requires a majority of shares present or represented by proxy.

• Shareholders who do not vote in favor may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board conducted a strategic review, considered alternatives, and determined the merger was in the best interest of shareholders.

• All directors and executive officers, as well as the largest shareholder, entered into voting and support agreements to vote in favor of the merger.