Biogen Inc. has announced its definitive agreement to acquire Apellis Pharmaceuticals, Inc. for $41.00 per share in cash, representing an approximate total equity consideration of $5.6 billion. This acquisition is expected to significantly enhance Biogen's growth portfolio in immunology and rare diseases, adding two FDA-approved therapies: EMPAVELI® and SYFOVRE®. The deal includes a contingent value right (CVR) that could provide additional payments based on the achievement of specific sales milestones for SYFOVRE® over the next several years.

The acquisition is poised to bolster Biogen's revenue and earnings growth potential, with combined net product revenue for EMPAVELI® and SYFOVRE® reaching $689 million in 2025, projected to grow at a mid-to-high teens rate through 2028. The transaction is expected to be accretive to Biogen's non-GAAP diluted earnings per share starting in 2027, enhancing the company's financial outlook.

Biogen's President and CEO, Christopher A. Viehbacher, emphasized that this acquisition aligns with Biogen's strategy to transform its growth profile by integrating Apellis' innovative therapies into its portfolio. The addition of Apellis' expertise in complement science is expected to accelerate Biogen's entry into nephrology and strengthen its capabilities in treating immune-mediated diseases.

The transaction is subject to customary closing conditions, including regulatory approvals, and is anticipated to close in the second quarter of 2026. Biogen plans to finance the acquisition through a combination of cash and borrowings, with expectations to de-lever by the end of 2027, maintaining financial flexibility for future investments.

This merger not only represents a strategic move for Biogen but also offers Apellis shareholders a compelling outcome, validating their innovative approach to treating serious diseases. The integration of Apellis' commercial capabilities is expected to maximize the potential of both EMPAVELI® and SYFOVRE®, ultimately benefiting patients and shareholders alike.



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