ACELYRIN Stockholders Approve Merger with Alumis to Create Clinical Biopharma Company Dedicated to Innovating, Developing and Commercializing Transformative Therapies for Immune-mediated Diseases

Rhea-AI Summary

ACELYRIN (NASDAQ: SLRN) stockholders have approved the merger agreement with Alumis (NASDAQ: ALMS) to create a combined clinical biopharma company focused on immune-mediated diseases. Under the amended merger terms, ACELYRIN stockholders will receive 0.4814 shares of Alumis common stock for each ACELYRIN share. The transaction is expected to close in Q2 2025.

CEO Mina Kim expressed confidence that the merger represents the most value-maximizing path forward, highlighting the potential synergies between the two companies' complementary pipelines and organizations. Guggenheim Securities is serving as financial advisor, while Fenwick & West and Paul Hastings are providing legal counsel for the deal.

Positive

• Merger combines complementary pipelines and organizations, potentially creating synergies
• Stockholder approval indicates strong support for the strategic direction
• Clear exchange ratio of 0.4814 Alumis shares for each ACELYRIN share provides certainty for shareholders

Negative

• ACELYRIN shareholders will face dilution through the share exchange ratio
• Integration risks and challenges in combining two biopharma companies
• Potential execution risks in merging different organizational cultures and pipelines

LOS ANGELES, May 13, 2025 (GLOBE NEWSWIRE) -- ACELYRIN, Inc. (Nasdaq: SLRN), a late-stage clinical biopharma company focused on accelerating the development and delivery of transformative medicines in immunology, today announced that at the Company’s special meeting of stockholders held earlier today, its stockholders voted to approve the adoption of the Company’s merger agreement with Alumis Inc. (Nasdaq: ALMS). As previously announced, under the terms of the amended merger agreement, ACELYRIN stockholders will receive 0.4814 shares of Alumis common stock for each share of ACELYRIN common stock owned at the closing of the transaction.

“We appreciate our stockholders’ support for our merger with Alumis, reflecting confidence that the merger is the most value-maximizing path forward,” said Mina Kim, Chief Executive Officer of ACELYRIN. “We look forward to closing the merger and unlocking the significant value created by bringing together two complementary pipelines and organizations.”

The final voting results of the ACELYRIN special meeting will be reported in a Form 8-K filed by ACELYRIN with the U.S. Securities and Exchange Commission.

ACELYRIN expects to complete the transaction in the second quarter of 2025.

Advisors

Guggenheim Securities, LLC is serving as financial advisor to ACELYRIN and Fenwick & West LLP and Paul Hastings LLP are serving as legal counsel. 

About ACELYRIN

ACELYRIN, INC. (Nasdaq: SLRN) is focused on providing patients life-changing new treatment options by identifying, acquiring, and accelerating the development and commercialization of transformative medicines. ACELYRIN’s lead program, lonigutamab, is a subcutaneously delivered monoclonal antibody targeting IGF-1R being investigated for the treatment of thyroid eye disease.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of federal securities laws, including the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current plans, estimates and expectations of management of Alumis and ACELYRIN in light of historical results and trends, current conditions and potential future developments, and are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than statements of historical facts, including express or implied statements regarding the merger; the conversion of equity interests contemplated by the agreement and plan of merger, dated as of February 6, 2025, as amended on April 20, 2025, by and among the parties (as amended, the “merger agreement”); the issuance of common stock of Alumis contemplated by the merger agreement; the expected timing of the closing of the merger; the ability of the parties to complete the merger considering the various closing conditions; the expected benefits of the merger; the competitive ability and position of the combined company; the clinical pipeline of the combined company; and any assumptions underlying any of the foregoing, are forward-looking statements.

Risks and uncertainties include, among other things, (i) the risk that the merger may not be completed in a timely basis or at all, which may adversely affect Alumis’ and ACELYRIN’s businesses and the price of their respective securities; (ii) the potential failure to satisfy the conditions to the consummation of the merger; (iii) the effect of the announcement, pendency or completion of the merger on each of Alumis’ or ACELYRIN’s ability to attract, motivate, retain and hire key personnel and maintain relationships with partners, suppliers and others with whom Alumis or ACELYRIN does business, or on Alumis’ or ACELYRIN’s operating results and business generally; (iv) that the merger may divert management’s attention from each of Alumis’ and ACELYRIN’s ongoing business operations; (v) the risk of any legal proceedings related to the merger or otherwise, or the impact of the merger thereupon, including resulting expense or delay; (vi) that Alumis or ACELYRIN may be adversely affected by other economic, business and/or competitive factors; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances which would require Alumis or ACELYRIN to pay a termination fee; (viii) the risk that restrictions during the pendency of the merger may impact Alumis’ or ACELYRIN’s ability to pursue certain business opportunities or strategic transactions; (ix) the risk that the anticipated benefits and synergies of the merger may not be fully realized or may take longer to realize than expected; (x) the impact of legislative, regulatory, economic, competitive and technological changes; (xi) risks relating to the value of Alumis securities to be issued in the merger; (xii) the risk that integration of the merger post-closing may not occur as anticipated or the combined company may not be able to achieve the growth prospects expected from the transaction; (xiii) the effect of the announcement, pendency or completion of the merger on the market price of the common stock of each of Alumis and ACELYRIN; (xiv) the implementation of each of Alumis’ and ACELYRIN’s business model and strategic plans for product candidates and pipeline, and challenges inherent in developing, commercializing, manufacturing, launching, marketing and selling potential existing and new products and product candidates; (xv) the scope, progress, results and costs of developing Alumis’ and ACELYRIN’s product candidates and any future product candidates, including conducting preclinical studies and clinical trials, and otherwise related to the research and development of Alumis’ and ACELYRIN’s pipeline; (xvi) the timing and costs involved in obtaining and maintaining regulatory approval for Alumis’ and ACELYRIN’s current or future product candidates, and any related restrictions, limitations and/or warnings in the label of any approved product; (xvii) the market for, adoption (including rate and degree of market acceptance) and pricing and reimbursement of Alumis’ and ACELYRIN’s product candidates, if approved, and their respective abilities to compete with therapies and procedures that are rapidly growing and evolving; (xviii) uncertainties in contractual relationships, including collaborations, partnerships, licensing or other arrangements and the performance of third-party suppliers and manufacturers; (xix) the ability of each of Alumis and ACELYRIN to establish and maintain intellectual property protection for products or avoid or defend claims of infringement; (xx) Alumis’ ability to successfully integrate ACELYRIN’s operations and personnel; and (xxi) potential delays in initiating, enrolling or completing preclinical studies and clinical trials.

These risks, as well as other risks related to the merger, are described in the registration statement on Form S-4 and definitive joint proxy statement/prospectus of Alumis and ACELYRIN that were filed with the Securities and Exchanges Commission (the “SEC”) in connection with the merger. While the list of factors presented here and the list of factors presented in the registration statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Alumis’ and ACELYRIN’s respective periodic reports and other filings with the SEC, including the risk factors identified in Alumis’ and ACELYRIN’s most recent Annual Reports on Form 10-K. The risks and uncertainties described above and in the SEC filings cited above are not exclusive and further information concerning Alumis and ACELYRIN and their respective businesses, including factors that potentially could materially affect their respective businesses, financial conditions or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Readers should also carefully review the risk factors described in other documents Alumis and ACELYRIN file from time to time with the SEC.

The forward-looking statements included in this communication are made only as of the date hereof. ACELYRIN assumes no obligation and does not intend to update these forward-looking statements, even if new information becomes available in the future, except as required by law.

ACELYRIN, INC Contacts

Investor Relations and Media
Tyler Marciniak
Vice President of Investor Relations and Corporate Operations
tyler.marciniak@acelyrin.com

FAQ

What is the exchange ratio in the ACELYRIN (SLRN) and Alumis merger?

ACELYRIN stockholders will receive 0.4814 shares of Alumis common stock for each share of ACELYRIN common stock owned at the closing of the transaction.

When is the ACELYRIN and Alumis merger expected to close?

The merger is expected to complete in the second quarter of 2025.

Who are the advisors for the ACELYRIN-Alumis merger?

Guggenheim Securities is serving as financial advisor, while Fenwick & West and Paul Hastings are serving as legal counsel.

What is the strategic rationale for the ACELYRIN-Alumis merger?

The merger aims to create value by combining two complementary pipelines and organizations focused on developing therapies for immune-mediated diseases.

Who is the CEO of ACELYRIN leading the merger with Alumis?

Mina Kim is the Chief Executive Officer of ACELYRIN leading the merger process.