AbbVie to acquire Landos Biopharma for $20.42/sh cash plus up to $11.14/sh CVR

Landos Biopharma, Inc.

Total upfront cash consideration ~$137.5M; CVR milestone of up to $75M for Phase 3 start of NX-13 in UC by March 2029.
Landos stockholders holding ~57.6% of shares have agreed to vote in favor; deal expected to close Q2 2024.
NX-13 is a first-in-class oral NLRX1 agonist currently in Phase 2 NEXUS trial for moderate-to-severe ulcerative colitis.
CVRs are non-tradeable and contingent on initiating first Phase 3 trial for NX-13; no assurance milestone will be achieved.
Termination fee of $7M payable by Landos under certain circumstances if deal fails or a superior proposal accepted.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Landos Biopharma, Inc. entered into Agreement and Plan of Merger with Bespin Subsidiary, LLC, Bespin Merger Sub, Inc., and AbbVie Inc. valued at $20.42 in cash per share plus one CVR representing $11.14 contingent cash per share (effective 2024-03-24).

Action: entry
Agreement: merger
Counterparty: Bespin Subsidiary, LLC, Bespin Merger Sub, Inc., and AbbVie Inc.
Value: $20.42 in cash per share plus one CVR representing $11.14 contingent cash per share
Effective: 2024-03-24

Exact text from the filing

On March 24, 2024, Landos Biopharma, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bespin Subsidiary, LLC, a Delaware corporation and a wholly owned Subsidiary of Guarantor (“Parent”), Bespin Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely for the limited purposes set forth therein, AbbVie Inc. (“AbbVie” or “Guarantor”)

View on SEC.gov

543 material agreements filed in the last 30 days. Browse all material agreements →

Source: SEC EDGAR

accession 0001193125-24-075991

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.