8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+2

BIOGEN INC. 8-K Report, Material Agreement (May 14, 2026)

Filed May 14, 2026For Securities:BIIB

Summary

Biogen Inc. (BIIB) has filed an 8-K on May 14, 2026, detailing the successful completion of its acquisition of Apellis Pharmaceuticals, Inc. The tender offer for Apellis shares concluded on May 13, 2026, with approximately 82.4% of shares tendered. Following the tender offer, Biogen completed the merger, making Apellis a wholly-owned subsidiary. The acquisition was financed through a combination of cash and $2 billion in term loan facilities secured on May 12, 2026. Key to the transaction are the Contingent Value Rights (CVRs) issued to Apellis shareholders, entitling them to potential future cash payments of up to $4.00 per CVR if specific net sales milestones for SYFOVRE® and related products are met between 2027 and 2031. Additionally, Biogen has entered into a new credit agreement, borrowing $2 billion to fund the acquisition and related expenses, which includes financial covenants such as a maximum consolidated leverage ratio of 3.75 to 1.0.

Key Highlights

  • 1Biogen has successfully completed the acquisition of Apellis Pharmaceuticals, Inc. through a tender offer and subsequent merger, making Apellis a wholly-owned subsidiary.
  • 2The tender offer received strong participation, with approximately 82.4% of Apellis shares tendered and accepted for payment.
  • 3Biogen secured $2 billion in unsecured term loan facilities to help finance the acquisition, with $1 billion in a 364-day tranche and $1 billion in a two-year tranche.
  • 4Apellis shareholders who tendered their shares are entitled to receive Contingent Value Rights (CVRs) in addition to cash consideration.
  • 5CVRs represent a potential future payment of up to $4.00 per CVR, contingent on achieving specific net sales milestones for SYFOVRE® and related products in calendar years 2027 through 2031.
  • 6The acquisition has an approximate total value of $5.3 billion, excluding fees and expenses, plus potential CVR payments.
  • 7Biogen has entered into a new credit agreement with customary covenants, including a maximum consolidated leverage ratio of 3.75 to 1.0.

Frequently Asked Questions

This 8-K filing primarily announces the consummation of Biogen's acquisition of Apellis Pharmaceuticals, Inc. It details the completion of the tender offer and merger, the financing arrangements, and the terms of the Contingent Value Rights (CVRs) issued to Apellis shareholders.

Biogen has secured $2 billion in term loan facilities to fund the acquisition and has established a new credit agreement with specific financial covenants, including a maximum consolidated leverage ratio. The total acquisition cost is approximately $5.3 billion, excluding fees and expenses, with additional potential payments tied to CVRs.

CVRs are non-transferable contractual rights issued to Apellis shareholders. They represent a potential cash payment of $2.00 per CVR upon achieving Net Sales Milestone 1 (aggregate annual net sales of $1.5 billion for SYFOVRE® and related products during 2027-2030) and an additional $2.00 per CVR upon achieving Net Sales Milestone 2 (aggregate annual net sales of $2.0 billion for SYFOVRE® and related products during 2027-2031). There's a provision for a $4.00 payment for Milestone 2 if Milestone 1 isn't met by Dec 31, 2030, but Milestone 2 is achieved in 2031.

The acquisition was financed through a combination of Biogen's existing cash resources and borrowings under new term loan facilities. Biogen entered into a Credit Agreement for $2 billion in unsecured term loans, which were fully drawn to fund a portion of the acquisition consideration and related expenses.