BIOGEN INC. 8-K

What Happened
On March 31, 2026, Biogen Inc. announced it entered into an Agreement and Plan of Merger to acquire Apellis Pharmaceuticals. Biogen’s wholly owned subsidiary will launch a 20-business‑day tender offer to buy all outstanding Apellis shares for $41.00 in cash per share (the “Upfront Consideration”) plus one contractual, non-transferable contingent value right (CVR) per share. Each CVR can pay up to an aggregate of $4.00 in cash if specified SYFOVRE® sales milestones are met. The transaction is structured to be completed by a short-form merger under Delaware law (Section 251(h)) without a stockholder vote, subject to customary conditions and regulatory clearances.

Key Details

• Offer price: $41.00 cash per Apellis share + one CVR (CVR can pay up to $4.00 total per share).
• CVR milestones: $2.00 per CVR if SYFOVRE-related Annual Net Sales ≥ $1.5B in any one of 2027–2030; an additional/alternate $2.00 if Annual Net Sales ≥ $2.0B in any one of 2027–2031 (if the $1.5B milestone isn’t met before 12/31/2030 but the $2.0B is met in 2031, the CVR pays $4.00).
• Tender mechanics and conditions: Offer open 20 business days (subject to extensions); requires valid tenders representing more than 50% of Apellis outstanding shares (50% + 1 share Minimum Condition). Minimum Condition cannot be waived by Biogen/Purchaser without Apellis’ consent. The transaction is not conditioned on Biogen obtaining financing.
• Support and fees: Certain Apellis directors/executives and a long‑time investor (Morningside Venture Investments) holding ~14% of Apellis shares agreed to tender and support the deal. Apellis must pay a $205 million termination fee in certain circumstances (including if it accepts a superior proposal or withdraws its recommendation under specified conditions).
• Regulatory steps: Parties will file HSR notification within 15 business days and will make other required antitrust/FDI filings as promptly as practicable.

Why It Matters
This is a strategic acquisition that gives Biogen control of Apellis and its marketed product SYFOVRE® (and related assets), with part of the deal value contingent on future commercial performance. For investors, the immediate cash consideration is $41 per share, but actual total cost may increase if sales milestones trigger CVR payments (up to $4/share). The transaction requires a majority of Apellis shares to be tendered and customary regulatory approvals; it is not subject to a financing condition. The $205 million breakup fee and the 14% shareholder support reduce some deal risk, but the closing still depends on tender participation and regulatory review.