Apogee Stockholders Overwhelmingly Approve $10.9B AbbVie Acquisition; All Directors to Resign at Close

summarizeSummary

At a special meeting today, Apogee Therapeutics stockholders approved the $10.9 billion acquisition by AbbVie with near-unanimous support. The merger is now expected to close, with all directors resigning at the effective time.

check_boxKey Events · M&A and Partnerships · APGE

• Merger Proposal Approved

  Stockholders approved the AbbVie acquisition with 46,508,107 votes for, 3,885 against, and 14,261 abstentions, representing 99.99% of votes cast and satisfying a key closing condition.

• Compensation Proposal Fails

  The non-binding advisory vote on merger-related executive compensation failed (19.3M for, 27.1M against), but this does not affect the merger's consummation.

• Director Resignations at Close

  All seven directors—Michael Henderson, Mark McKenna, Lisa Bollinger, Jennifer Fox, William Jones Jr., Tomas Kiselak, and Nimish Shah—will resign effective upon the merger's completion.

• Merger Closing Imminent

  With stockholder approval secured, the merger is expected to close promptly, subject to remaining customary conditions, transforming Apogee into an indirect wholly-owned AbbVie subsidiary.

auto_awesomeAnalysis · APGE · Life Sciences

With 99.99% of votes cast in favor, Apogee Therapeutics stockholders overwhelmingly approved the $135.11 per share all-cash acquisition by AbbVie, clearing a key closing condition and paving the way for the merger to close. The non-binding advisory vote on executive compensation failed, but this does not block the deal. As a final governance step before Apogee becomes a wholly-owned AbbVie subsidiary, all seven directors intend to resign effective upon the merger's completion.