Vertex to acquire Alpine Immune Sciences for $65 per share in all-cash tender offer

VERTEX PHARMACEUTICALS INC / MA

Vertex agrees to buy Alpine Immune Sciences at $65/share via tender offer followed by a merger.
Supporting stockholders owning ~25.5% of Alpine shares have committed to tender their shares.
Alpine must pay Vertex a $173M termination fee if deal terminates under specified conditions.
Offer is not subject to a financing condition; expected to close by April 10, 2025 outside date.
Deal includes full vesting of unvested equity awards, which will be cashed out at the offer price.

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

VERTEX PHARMACEUTICALS INC / MA entered into Agreement and Plan of Merger with Alpine Immune Sciences, Inc. valued at $65.00 per share (effective 2024-04-10).

Action: entry
Agreement: merger
Counterparty: Alpine Immune Sciences, Inc.
Value: $65.00 per share
Effective: 2024-04-10

Exact text from the filing

On April 10, 2024, Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (“ Parent ”), Adams Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), and Alpine Immune Sciences, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).

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Source: SEC EDGAR

accession 0001193125-24-092475

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