8-K - Apellis Pharmaceuticals, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

Apellis Pharmaceuticals has entered into a definitive agreement to be acquired by Biogen Inc. for $41 per share upfront plus up to $4 per share in contingent value rights.

Key Takeaways

1Transaction values Apellis at ~$5.6B upfront, an 86% premium to its 90-day VWAP.

2Shareholders get up to $4 per CVR tied to SYFOVRE global net sales milestones through 2031.

3The deal, approved by both boards, is expected to close in Q2 2026, subject to customary approvals.

4Biogen expects the acquisition to be accretive to its non-GAAP diluted EPS starting in 2027.

5Apellis insiders holding ~14% of outstanding shares have signed binding tender support agreements.

Current Report Details

Event Type

Management Change+3 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

| Entry into a Material Definitive Agreement. | |---|---| Agreement and Plan of Merger On March 31, 2026, Apellis Pharmaceuticals, Inc., a Delaware corporation

Material Agreement

$41.00$4.00

5.02

| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |---|---|

Management Change

$25.0M

8.01

| Other Events. | |---|---| Press Release On March 31, 2026, the Company and Parent issued a joint press release announcing the entry into the Merger Agreement.

Other Event

9.01

| Financial Statements and Exhibits. | |---|---| (d) Exhibits Exhibit No.: 2.1* | Description: Agreement and Plan of Merger, dated as of March 31, 2026, by and

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Apellis Pharmaceuticals, Inc. entire business, including marketed products EMPAVELI and SYFOVRE
Consideration: $41.00 per share in upfront cash plus 1 non-transferable contingent value right (CVR) per share, entitling holders to up to $4.00 per share in cash tied to SYFOVRE net sales milestones, for an aggregate upfront equity value of ~$5.6 billion
Structure: Cash tender offer for all outstanding shares, followed by a second-step merger under Section 251(h) of the DGCL with no stockholder vote required

•Expected to close in Q2 2026
•Subject to minimum tender of 50%+1 of outstanding shares
•Subject to expiration of HSR Act waiting period and other regulatory approvals
•Support agreements from holders of ~14% of outstanding shares are in place

Exhibits (4)

2.1

EX-2.1

8-K

99.1

EX-99.1

99.2

EX-99.2