Biogen Inc. Completes Acquisition of Apellis Pharmaceuticals via Merger and Tender Offer

On May 14, 2026, Biogen Inc. filed an amendment to its Schedule 13D, marking its final exit filing regarding Apellis Pharmaceuticals, Inc. (APLS). This filing follows the completion of a merger agreement initially entered into on March 31, 2026. Pursuant to the agreement, Biogen's wholly owned subsidiary, Aspen Purchaser Sub, Inc., completed a tender offer to acquire all outstanding shares of Apellis for $41.00 per share in cash, plus one contingent value right (CVR) worth up to $4.00. Following the successful tender offer, the subsidiary merged with and into Apellis in accordance with Section 251(h) of the Delaware General Corporation Law. Consequently, Apellis survived as a wholly owned subsidiary of Biogen. As the merger was consummated, the previously established Tender and Support Agreement was automatically terminated. Biogen now reports 0% ownership of Apellis common stock at the parent level, as the entity has been fully integrated into Biogen’s corporate structure as a subsidiary.