Biogen to acquire Apellis for $5.6bn

June 2026 | DEALFRONT | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

June 2026 Issue

Biogen has agreed to acquire Apellis Pharmaceuticals in a transaction valued at approximately $5.6bn, in a move designed to deepen its presence in complement‑mediated diseases, including geographic atrophy secondary to age‑related macular degeneration and rare renal disorders.

The acquisition, which has been unanimously approved by the boards of both companies, will be executed via a cash tender offer followed by a merger. It remains subject to customary closing conditions and regulatory approvals, including US antitrust clearance. A shareholder tender offer is under way, with Apellis’ board recommending acceptance.

Under the terms of the agreement, Biogen will acquire all outstanding Apellis shares for $41 per share in cash, representing an upfront equity value of about $5.6bn. Apellis shareholders will also receive a non‑transferable contingent value right (CVR) for each share held. Each CVR entitles the holder to milestone‑based cash payments linked to global net sales of Syfovre, Apellis’ approved treatment for geographic atrophy.

The offer price represents a premium of roughly 140 percent to Apellis’ closing share price on 30 March 2026. The CVR structure provides for two potential payments of $2 per share if Syfovre achieves annual global net sales of $1.5bn and $2bn, respectively, in any calendar year between 2027 and 2030. If neither milestone is met during that period, a single payment of $4 per share would become payable if Syfovre reaches $2bn in global net sales in 2031.

“Consistent with our strategy, this acquisition immediately advances Biogen’s ongoing transformation,” said Christopher A. Viehbacher, president and chief executive of Biogen. “The addition of Apellis expands our growth portfolio in immunology and rare disease with two approved, best‑in‑class medicines that complement our existing portfolio and bolsters our near‑ and long‑term growth potential.

“We look forward to welcoming Apellis employees to Biogen,” he continued. “We believe our combined capabilities and experience will allow us to maximize the potential of Syfovre and Empaveli, while Apellis’ talent, expertise and field capabilities will further strengthen Biogen, deepening the foundation for our growing nephrology franchise with felzartamab and serving many more patients with immune‑mediated retinal disease.”

“I am incredibly proud of the Apellis team and what we have achieved, including bringing two transformational medicines – Syfovre and Empaveli – to patients and building an innovative pipeline leveraging our deep expertise in complement science,” said Cedric Francois, co‑founder and chief executive of Apellis. “With Biogen’s extensive experience with immunology and rare disease, we believe this transaction will accelerate our impact and enable us to reach more patients. This transaction represents a compelling outcome for our shareholders and a strong validation of our strategy, scientific innovation, and execution.”

The acquisition is expected to be increasingly accretive to Biogen’s non‑GAAP diluted earnings per share from 2027 and to meaningfully increase its non‑GAAP earnings per share compound annual growth rate through the end of the decade. Biogen plans to finance the transaction using a combination of cash and new debt and expects to de‑lever fully by the end of 2027.

Empaveli is approved by the US Food and Drug Administration for paroxysmal nocturnal haemoglobinuria and for the rare kidney diseases C3 glomerulopathy and primary immune‑complex membranoproliferative glomerulonephritis. Syfovre is approved for geographic atrophy secondary to age‑related macular degeneration.

Apellis also brings an established US commercial infrastructure, particularly in nephrology, which Biogen believes will support the planned launch of felzartamab, now in phase 3 studies with the first read‑out expected in the first half of 2027.

Following completion, Biogen expects a significant proportion of Apellis employees to join the company. Its longstanding collaboration with Sobi, which retains commercial rights to Empaveli outside the US, will continue.

Richard Summerfield