Biogen to acquire Apellis for $41/share plus CVRs up to $4, total up to $45/share

Apellis Pharmaceuticals, Inc.

Biogen to pay $41.00 per share cash upfront plus one CVR per share for Apellis (APLS).
CVRs entitle holders to up to $4.00/share based on SYFOVRE net sales milestones ($1.5B or $2B).
Tender offer to commence for all shares; no stockholder vote required; minimum condition >50% tendered.
Support stockholders owning ~14% of shares agree to tender; termination fee $205M under certain conditions.
Apellis board unanimously recommends; deal expected to close by Sept 30, 2026.

item 1.01 item 5.02 item 8.01 item 9.01

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

Apellis Pharmaceuticals, Inc. entered into Agreement and Plan of Merger with Biogen Inc. (effective 2026-03-31).

Action: entry
Agreement: merger
Counterparty: Biogen Inc.
Effective: 2026-03-31

Exact text from the filing

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

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Apellis Pharmaceuticals, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-134916

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