Biogen completes $5.3B Apellis acquisition; adds SYFOVRE/EMPAVELI, $41/share + CVRs

BIOGEN INC.

Biogen acquired Apellis for $41/share cash plus CVRs worth up to $4/share tied to SYFOVRE net sales milestones.
Approximately 105.7M shares (82.4%) tendered; Merger completed under DGCL Section 251(h) without shareholder vote.
Biogen borrowed $2B under a new credit agreement: $1B 364-day and $1B 2-year tranches to fund the acquisition.
Apellis products EMPAVELI and SYFOVRE generated $689M net product revenue in 2025; deal expected to be accretive to Non-GAAP EPS in 2027.
Biogen will provide updated financial guidance in Q2 2026 earnings report in July.

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Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

BIOGEN INC. incurred term loan of $1 billion with U.S. Bank National Association at Term SOFR plus an applicable margin ranging from 0.750% to 1.000% maturing May 12, 2028.

Instrument: term loan
Principal: $1 billion
Counterparty: U.S. Bank National Association
Rate: Term SOFR plus an applicable margin ranging from 0.750% to 1.000%
Maturity: May 12, 2028
Event: incurrence

Exact text from the filing

The Credit Agreement provides for unsecured term loan facilities in an aggregate principal amount of $2 billion (the “Term Facilities”), comprised of a $1 billion 364-day tranche (“Tranche A”) and a $1 billion two-year tranche (“Tranche B”).

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

BIOGEN INC. incurred term loan of $1 billion with U.S. Bank National Association at Term SOFR plus an applicable margin of 0.750% or Base Rate plus an applicable ma maturing May 12, 2027.

Instrument: term loan
Principal: $1 billion
Counterparty: U.S. Bank National Association
Rate: Term SOFR plus an applicable margin of 0.750% or Base Rate plus an applicable ma
Maturity: May 12, 2027
Event: incurrence

Exact text from the filing

The Credit Agreement provides for unsecured term loan facilities in an aggregate principal amount of $2 billion (the “Term Facilities”), comprised of a $1 billion 364-day tranche (“Tranche A”) and a $1 billion two-year tranche (“Tranche B”).

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

BIOGEN INC. completed an acquisition involving Apellis Pharmaceuticals, Inc. for Cash Amount of $41.00 per Share plus one CVR per Share representing contingent cash payments of up to an aggregate of $4.00 per Share (closed 2026-05-14).

Action: acquisition
Counterparty: Apellis Pharmaceuticals, Inc.
Consideration: Cash Amount of $41.00 per Share plus one CVR per Share representing contingent cash payments of up to an aggregate of $4.00 per Share
Closing: 2026-05-14

Exact text from the filing

CVR Agreement As previously disclosed, 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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306 debt financings filed in the last 30 days. Browse all debt financings →

BIOGEN INC. filing history →

Source: SEC EDGAR

accession 0001193125-26-222908

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