Biogen Launches Tender Offer to Acquire Apellis for $41.00 Cash Plus CVR, Totaling Up to $45.00 Per Share

summarizeSummary

Biogen has officially launched its tender offer to acquire Apellis Pharmaceuticals for $41.00 per share in cash, plus a Contingent Value Right (CVR) potentially worth up to $4.00 per share, with the offer set to expire on May 13, 2026.

check_boxKey Events

• Tender Offer Commencement

  Biogen Inc., through its subsidiary Aspen Purchaser Sub, Inc., has formally commenced a tender offer to acquire all outstanding shares of Apellis Pharmaceuticals, Inc. The offer is dated April 14, 2026, and will expire on May 13, 2026.

• Acquisition Terms

  Shareholders are offered $41.00 per share in cash, plus one contractual, non-transferable Contingent Value Right (CVR) per share. Each CVR represents the right to receive contingent cash payments of up to an aggregate of $4.00, based on SYFOVRE® net sales milestones.

• Contingent Value Rights (CVR) Details

  The CVR payments are contingent on achieving annual net sales of at least $1.5 billion for SYFOVRE® and related products by 2027-2030 ($2.00 per CVR), and at least $2.0 billion by 2027-2031 (an additional $2.00 per CVR, or $4.00 if the first milestone is missed but the second is achieved in 2031).

• Board Recommendation and Shareholder Support

  Apellis's Board of Directors unanimously recommends that stockholders tender their shares. Executive officers, directors, and Morningside Venture Investments Ltd., collectively holding approximately 14% of outstanding shares, have entered into support agreements to tender their shares.

auto_awesomeAnalysis

Biogen Inc. has formally commenced its tender offer to acquire Apellis Pharmaceuticals, Inc., providing a definitive path for shareholders to exit at a significant premium. This SC TO-T filing details the full terms of the offer, which was initially announced on March 31, 2026. The offer of $41.00 per share in cash, plus a Contingent Value Right (CVR) potentially worth up to an additional $4.00, represents a substantial valuation for Apellis shareholders, especially as the stock is currently trading near its 52-week high. The unanimous recommendation by Apellis's Board of Directors and the support agreements from key executive officers, directors, and a major 10% owner, covering approximately 14% of outstanding shares, significantly de-risk the transaction's completion. The acquisition is structured as a two-step merger, with the tender offer followed by a short-form merger, ensuring all remaining shareholders will receive the same consideration without a further vote if the minimum tender condition is met. The CVR, tied to future SYFOVRE® net sales milestones, offers a potential upside beyond the immediate cash payment, though its value is contingent. This is a thesis-altering event, providing immediate liquidity and a premium for Apellis shareholders.