Biogen Inc. has finalized its acquisition of Apellis Pharmaceuticals, causing the APLS ticker to vanish from Nasdaq. The deal, valued at approximately $5.3 billion, closed on May 13, 2026, with the stock ceasing trading after hours and being formally suspended on May 15. Former Apellis shareholders received $41.00 in cash for each share they held, along with a contingent value right (CVR) that could yield additional payouts if certain sales targets are met for Syfovre, a treatment for geographic atrophy.
The CVR structure is tied to Syfovre's commercial performance. According to an SEC filing, each CVR entitles holders to $2 if Syfovre achieves $1.5 billion in annual net sales in specified years, and an additional $2 if sales reach $2 billion. However, the filing explicitly states there is no guarantee these milestones will be reached. This uncertainty introduces a risk for investors who opted to retain their CVRs rather than sell them in the secondary market.
Biogen's tender offer saw approximately 105.7 million shares, or 82.4% of Apellis' outstanding shares, tendered. The total consideration paid in the offer and merger amounts to about $5.3 billion, excluding fees and potential CVR payouts. Apellis is now a wholly owned subsidiary of Biogen, and its two key products, Syfovre and Empaveli, are expected to contribute to Biogen's revenue stream. In 2025, these drugs generated $689 million in net product revenue.
Biogen shares traded 0.6% higher in early Thursday trading, reaching $189.00, while the broader biotech sector, as measured by the SPDR S&P Biotech ETF, slipped 0.5% to $131.00. The acquisition is anticipated to boost Biogen's non-GAAP earnings per share starting in 2027, with updated financial guidance expected when the company reports second-quarter results in July.
Biogen CEO Christopher Viehbacher defended the premium paid for Apellis, telling Reuters, “We don’t think that just looking at the spot price was really the right reference,” citing “a lot of value in that kidney franchise in particular.” BMO Capital analyst Evan Seigerman noted that the deal could “meaningfully change” how investors view Biogen’s near-term revenue growth prospects.
Competition in the geographic atrophy market remains intense. Astellas Pharma’s Izervay has secured approvals in the U.S., Australia, and Macau, and received conditional approval in Japan. This rivalry directly impacts the likelihood of Syfovre achieving the sales thresholds needed for CVR payouts, adding another layer of risk for investors.
With Apellis now delisted, former shareholders are no longer able to trade the stock on a public exchange. For Biogen investors, the focus shifts to whether Syfovre and Empaveli can deliver the expected sales growth to justify the deal’s price and whether the CVR will ultimately pay out or remain a non-event.
