---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-198542"
form_type: "8-K"
ticker: "BIIB"
cik: "0000875045"
company_name: "BIOGEN INC."
filed_at: "2023-07-31T23:59:59+00:00"
generated_at: "2026-06-12T22:39:42.560522+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Biogen to acquire Reata Pharmaceuticals for $172.50 per share in cash

## Summary
- Acquisition of Reata for $172.50 per share cash; Reata board unanimously approved.
- Biogen obtained $1.5B bridge loan commitment from JPMorgan to help finance the deal.
- Transaction expected to close by Jan 28, 2024, subject to Reata stockholder approval and regulatory clearances.
- Termination fees: $264M payable by Reata (if it terminates for a superior proposal) and $301M payable by Biogen.
- Support agreements with certain Reata stockholders to vote shares in favor of the merger.

## SEC filing metadata
- accession: 0001193125-23-198542
- form_type: 8-K
- ticker: BIIB
- cik: 0000875045
- company_name: BIOGEN INC.
- filed_at: 2023-07-31T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/875045/000119312523198542/0001193125-23-198542-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/875045/000119312523198542/d454539d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-198542
- JSON: https://secwatch.observer/filing/0001193125-23-198542.json
- Plain text: https://secwatch.observer/filing/0001193125-23-198542.txt

## Key facts
- Governance Changes
  BIOGEN INC.: Biogen Inc. amended its bylaws effective July 28, 2023 to (i) clarify that nominees for election or reelection must agree to adhere to Biogen's Code of Business Conduct and Corporate Governance Principles and (ii) remove the position of Vice Chair and add the position of Chair Pro Tem (effective 2023-07-28).
  - Change: bylaw amendment
  - Effective: 2023-07-28
  source text: Effective July 28, 2023, the Board of Directors of Biogen approved an amendment to Biogen's Fourth Amended and Restated Bylaws (the “ Fourth Amended and Restated Bylaws ”) to (i) clarify that nominees for election or reelection must agree to, among other things, adhere to Biogen’s Code of Business Conduct and Corporate Governance Principles and (ii) remove the position of Vice Chair and add the position of Chair Pro Tem.
  evidence_url: https://www.sec.gov/Archives/edgar/data/875045/000119312523198542/0001193125-23-198542-index.htm
- Material Agreements
  BIOGEN INC. entered into Agreement and Plan of Merger with Reata Pharmaceuticals, Inc. valued at $172.50 in cash (effective 2023-07-28).
  - Action: entry
  - Agreement: merger
  - Counterparty: Reata Pharmaceuticals, Inc.
  - Value: $172.50 in cash
  - Effective: 2023-07-28
  source text: On July 28, 2023, Biogen Inc. (“ Biogen ”), River Acquisition, Inc. (“ Merger Sub ”), a Delaware corporation and a wholly-owned subsidiary of Biogen and Reata Pharmaceuticals, Inc. (“ Reata ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), pursuant to which, and upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Reata (the “ Merger ”), with Reata surviving the Merger as a wholly-owned subsidiary of Biogen.
  evidence_url: https://www.sec.gov/Archives/edgar/data/875045/000119312523198542/0001193125-23-198542-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.