Alumis to acquire ACELYRIN in all-stock merger; exchange ratio 0.4274

ALUMIS INC.

Alumis to acquire ACELYRIN via merger; each ACELYRIN share converted into 0.4274 Alumis shares.
Stock options with exercise price ≤$18.00 converted to Alumis options at adjusted strike; options >$18.00 cancelled for no consideration.
Termination fees of $10M each; close targeted by July 7, 2025, subject to stockholder approvals and regulatory conditions.
Alumis reports preliminary cash, equivalents and marketable securities of ~$289M as of Dec 31, 2024.
Voting agreements cover ~24% of ACELYRIN shares and ~62% of Alumis shares; stockholders commit to vote for merger.

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