BIOGEN INC. (BIIB): M&A transaction — 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.

item 1.01 item 2.01 item 2.03 item 7.01 item 9.01

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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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

BIOGEN INC. entered into Credit Agreement with U.S. Bank National Association valued at The Credit Agreement provides for unsecured term loan facilities in an aggregate principal amount of (effective 2026-05-12).

Action: entry
Agreement: credit facility
Counterparty: U.S. Bank National Association
Value: The Credit Agreement provides for unsecured term loan facilities in an aggregate principal amount of
Effective: 2026-05-12

Exact text from the filing

On May 12, 2026, Biogen entered into a Credit Agreement with U.S. Bank National Association (“U.S. Bank”), as administrative agent, and the lenders party thereto (the “Credit Agreement”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

BIOGEN INC. entered into Contingent Value Rights Agreement with Apellis Pharmaceuticals, Inc. valued at Each CVR represents a non-transferable contractual contingent right to receive the following cash pa (effective 2026-05-14).

Action: entry
Agreement: merger
Counterparty: Apellis Pharmaceuticals, Inc.
Value: Each CVR represents a non-transferable contractual contingent right to receive the following cash pa
Effective: 2026-05-14

Exact text from the filing

on May 14, 2026, Biogen, Apellis and Equiniti Trust Company, LLC, a New York limited liability trust company, entered into a Contingent Value Rights Agreement (the “CVR Agreement”) governing the terms of the CVRs (as defined below) issued pursuant to the Offer and the Merger (as defined below).

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Source: SEC EDGAR

accession 0001193125-26-222908

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