Biogen to acquire Apellis for $41/share plus up to $4 CVR per share

BIOGEN INC.

Upfront cash consideration of $41.00 per Apellis share; one CVR per share entitling holders to up to $4.00 additional.
CVR milestones: $2.00 if SYFOVRE annual net sales reach $1.5B; $2.00 if $2.0B achieved, with potential $4.00 single payment.
Tender offer condition requires >50% shares tendered; termination fee of $205M payable by Apellis in certain circumstances.
Stockholders representing ~14% of Apellis shares entered support agreement to tender in favor.
Transaction expected to close by September 30, 2026, subject to regulatory approvals and other conditions.

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

BIOGEN INC. entered into Merger Agreement with Apellis Pharmaceuticals, Inc. valued at $41.00 per share of Apellis Common Stock (effective 2026-03-31).

Action: entry
Agreement: merger
Counterparty: Apellis Pharmaceuticals, Inc.
Value: $41.00 per share of Apellis Common Stock
Effective: 2026-03-31

Exact text from the filing

On March 31, 2026, Biogen Inc., a Delaware corporation (“Biogen”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Apellis Pharmaceuticals, Inc., a Delaware corporation (“Apellis”), and Aspen Purchaser Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Biogen (“Purchaser”).

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Source: SEC EDGAR

accession 0001193125-26-134889

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