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BIOGEN INC. 8-K Report, Material Agreement (Mar 31, 2026)

Filed March 31, 2026For Securities:BIIB

Summary

Biogen Inc. has announced a definitive agreement to acquire Apellis Pharmaceuticals, Inc. through a tender offer and subsequent merger. The proposed transaction involves an upfront cash payment of $41.00 per share of Apellis common stock, plus a contingent value right (CVR) entitling holders to potential future payments of up to $4.00 per share. The CVR payments are tied to specific net sales milestones for SYFOVRE® and related products in future years. This acquisition aims to bolster Biogen's portfolio, particularly in areas where Apellis has established a presence. The deal is structured as a tender offer by Biogen's subsidiary, Aspen Purchaser Sub, Inc., to acquire all outstanding shares of Apellis. This will be followed by a merger under Delaware law, allowing the transaction to be completed without a shareholder vote for Apellis, provided a minimum tender condition is met. The transaction is subject to customary closing conditions, including antitrust approvals. The agreement includes provisions for a termination fee under certain circumstances and has secured support from key Apellis stockholders. Investors should note that the offer has not yet commenced, and further details will be provided in subsequent filings. The transaction is not subject to a financing condition, and Biogen has committed to filing necessary antitrust notifications promptly. This move signifies a significant strategic step for Biogen to expand its therapeutic offerings and market reach.

Key Highlights

  • 1Biogen to acquire Apellis Pharmaceuticals via tender offer and merger.
  • 2Offer price includes $41.00 in cash per share plus a contingent value right (CVR) for up to $4.00 per share.
  • 3CVRs are tied to aggregate annual net sales milestones for SYFOVRE® and related products.
  • 4Transaction structured to allow for a merger without an Apellis shareholder vote, subject to a minimum tender condition.
  • 5No financing condition is attached to the deal.
  • 6Key Apellis directors, officers, and a significant stockholder (collectively ~14% of shares) have agreed to tender their shares and support the transaction.
  • 7Customary closing conditions apply, including antitrust reviews (HSR Act).

Frequently Asked Questions

The upfront offer price is $41.00 per share in cash, plus a contingent value right (CVR) that could pay up to an additional $4.00 per share. The total potential value per share is thus up to $45.00. The aggregate value will depend on the total number of Apellis shares outstanding and the ultimate payout of the CVRs.

The CVRs are tied to specific net sales milestones for SYFOVRE® and related products. A payment of $2.00 per CVR is triggered if aggregate annual net sales reach at least $1.5 billion during the 2027-2030 calendar years (Net Sales Milestone 1). An additional $2.00 per CVR is payable if aggregate annual net sales reach at least $2.0 billion during the 2027-2031 calendar years (Net Sales Milestone 2). If Net Sales Milestone 1 is not met by the end of 2030 but Net Sales Milestone 2 is achieved in 2031, the Net Sales Milestone 2 payment will be $4.00 per CVR. Each milestone can only be achieved once, upon the first instance of meeting the threshold.

Yes, the transaction is subject to customary closing conditions, including the satisfactory completion of regulatory reviews, such as the Hart-Scott-Rodino (HSR) Act antitrust waiting period. Biogen and Apellis will file the necessary notifications promptly. The tender offer also requires that a sufficient number of Apellis shares be tendered to meet the 'Minimum Condition,' which is at least 50% of the outstanding shares plus one additional share.

The tender offer has not yet commenced as of the filing date (March 31, 2026). Biogen and Apellis have announced the agreement, and Biogen expects to file the necessary tender offer documents with the SEC shortly. Investors are urged to read these materials carefully when they become available, as they will contain the definitive terms and conditions of the offer.