Biogen said that on May 14, 2026, Aspen Purchaser Sub, Inc. merged with and into Apellis, with Apellis continuing as a wholly owned subsidiary of Biogen. In the tender offer, 105,687,831 shares were validly tendered, representing approximately 82.4% of the outstanding shares.

1. 01

   Biogen said that on May 14, 2026, Aspen Purchaser Sub, Inc. merged with and into Apellis, with Apellis continuing as a wholly owned subsidiary of Biogen. In the tender offer, 105,687,831 shares were validly tendered, representing approximately 82.4% of the outstanding shares.

2. 02

   The company said it provided $41.00 in cash per Apellis share and 1 CVR per share, with the aggregate amount to be paid by Purchaser in the tender offer and merger approximately $5.3 billion, excluding related fees and expenses and any amounts payable pursuant to the CVRs.

3. 03

   Biogen said it will pay $2.00 per CVR if annual net sales of SYFOVRE and related products reach $1,500,000,000 or more, and $2.00 per CVR if annual net sales reach $2,000,000,000 or more, with each milestone payable only once. The company estimated the maximum aggregate amount needed to pay if all milestones are achieved at approximately $582 million.

4. 04

   Biogen said it borrowed the full amount available under a Credit Agreement with U.S. Bank National Association as administrative agent on May 13, 2026, providing for unsecured term loan facilities in an aggregate principal amount of $2 billion, comprised of a 364-day tranche of $1 billion and a 2-year tranche of $1 billion, with proceeds used to pay a portion of the consideration for the tender offer and merger and for other purposes in connection with the transactions.

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