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”)

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Source: SEC EDGAR

accession 0001193125-24-075991

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