BIOGEN INC. 8-K

What Happened
Biogen announced that its tender offer for Apellis completed and, following the satisfaction of conditions, Purchaser merged into Apellis effective May 14, 2026, making Apellis a wholly owned Biogen subsidiary. The transaction paid $41.00 per Apellis share in cash plus one non-transferable contingent value right (CVR) per share. Biogen also entered a $2.0 billion unsecured term loan facility to fund part of the acquisition and related transaction needs.

Key Details

• Offer and merger timeline: Offer commenced April 14, 2026, expired May 13, 2026; Merger effective May 14, 2026.
• Tender results: 105,687,831 Apellis shares validly tendered (~82.4% of outstanding) prior to expiration.
• Merger consideration: $41.00 cash per share plus one CVR per share; total cash consideration paid by Purchaser and Biogen estimated at ~ $5.3 billion (excluding fees and any CVR payouts).
• CVR terms: CVR Agreement dated May 14, 2026 — Milestone payments up to $4.00 per CVR in aggregate:
  • $2.00 per CVR if SYFOVRE® + related products achieve ≥ $1.5B annual net sales in any one of 2027–2030; and
  • $2.00 per CVR if SYFOVRE® + related products achieve ≥ $2.0B annual net sales in any one of 2027–2031 (worth $4.00 total if the $1.5B milestone is not met by 12/31/2030 but the $2.0B milestone is met in 2031).
  • Each milestone is payable once; CVRs are non-transferable; Biogen estimates up to ~$582 million would be required if all milestones are achieved.
• Financing: Credit Agreement dated May 12, 2026 with U.S. Bank as administrative agent — $2.0B term facilities (Tranche A: $1.0B 364‑day due 5/12/2027; Tranche B: $1.0B 2‑year due 5/12/2028). Biogen borrowed the full amount on May 13, 2026. Interest options tied to Term SOFR (floors apply) or Base Rate; margins 0.75%–1.00% for Term SOFR pricing. Facility is unsecured and includes a maximum consolidated leverage covenant of 3.75x (optionally 4.25x for certain acquisitions).

Why It Matters
This filing confirms Biogen has closed the Apellis acquisition and taken on near‑term debt to fund the purchase, which will increase absolute leverage until integration and any deleveraging steps occur. The CVRs create contingent future cash obligations tied to SYFOVRE® commercial performance (up to ~$582M estimated maximum), so Apellis product sales will determine any additional payouts. Investors should watch Biogen’s leverage ratios, upcoming debt maturities (May 2027 and May 2028), SYFOVRE® sales performance against the CVR milestones, and any further financing or integration plans that could affect Biogen’s cash position and credit metrics.