0001193125-26-134889
SEC filingBiogen Inc. announced a definitive agreement to acquire Apellis Pharmaceuticals for $41 per share in cash plus a CVR, adding SYFOVRE and EMPAVELI to enhance its immunology and nephrology growth portfolio.
Biogen's acquisition of Apellis via tender offer and back-end merger adds two approved complement inhibitors—SYFOVRE for geographic atrophy (GA, $587M 2025 revenue) and EMPAVELI for rare kidney diseases (C3G/IC-MPGN) and PNH—directly bolstering Biogen's immunology/rare disease portfolio with immediate revenue expected to grow mid-to-high teens through 2028. The $41/share upfront (~86% premium to 90-day VWAP) plus CVR (up to $4/share on SYFOVRE sales milestones: $1.5B 2027-2030 or $2B 2027-2031) values the deal at ~$6.6B max, financed by $3.6B cash + $2B debt. Strategic fit is clear: Apellis' U.S. nephrology sales force accelerates Biogen's felzartamab (Phase 3 kidney disease asset, first readout H1 2027). Transaction accretes non-GAAP EPS from 2027, lifts decade-end CAGR, with deleveraging by 2027 preserving flexibility. Offer requires >50% tender (Minimum Condition, non-waivable without Apellis consent), HSR clearance; closes Q2 2026. Apellis Board's unanimous approval and insider support (~14% shares tender commitment) reduce execution risk. Biogen maintains Sobi ex-U.S. EMPAVELI partnership. No financing condition; termination fee $205M if Apellis pursues superior proposal.