Biogen buys Apellis (APLS) for $41 cash plus CVR per share
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals director Alec Machiels reported multiple disposals of Apellis common stock tied to Biogen’s acquisition of the company. On May 14, 2026, shares tendered in the offer were exchanged for $41.00 in cash per share plus one contingent value right (CVR) that may pay up to an additional $4.00 per share upon specified milestones. Dispositions included 384,989 directly held shares and indirect holdings such as 250,000 shares held by Bauhaus 1 LLC and 150,000 shares in a spouse trust. Following these actions and the cancellation of various stock options, the filing shows Machiels with no remaining Apellis equity, as Apellis became a wholly owned subsidiary of Biogen.
Positive
- Biogen cash acquisition terms: Apellis shareholders receive $41.00 in cash per share plus one contingent value right that may provide up to an additional $4.00 per share upon achievement of specified milestones.
Negative
- None.
Insights
Form 4 confirms director fully exits Apellis as Biogen closes its acquisition.
This Form 4 ties Alec Machiels’ equity disposition directly to Biogen’s tender offer and subsequent merger with Apellis Pharmaceuticals. Shares were exchanged for $41.00 in cash plus a contingent value right worth up to $4.00 per share on future milestones.
The filing notes tendered shares from direct holdings and entities such as Bauhaus 1 LLC and a spouse trust, as well as the cash-out or cancellation of stock options based on their exercise prices. With total shares and options reported as zero afterward, Machiels has no remaining Apellis exposure.
For investors, this confirms Apellis’ transition to a wholly owned Biogen subsidiary as of May 14, 2026, with shareholder consideration split between immediate cash and potential CVR payments, whose ultimate value depends on achieving the specified milestones in the CVR agreement.
Insider Trade Summary
17 transactions reported
Mixed
17 txns
Insider
Machiels Alec
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 17,580 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 121,894 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 14,684 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 27,600 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 11,199 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 8,554 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 7,441 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 27,600 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 5,748 | $0.00 | -- |
| U | Common Stock | 384,989 | $0.00 | -- |
| U | Common Stock | 250,000 | $0.00 | -- |
| U | Common Stock | 11,950 | $0.00 | -- |
| U | Common Stock | 150,000 | $0.00 | -- |
| Disposition | Common Stock | 3,062 | $0.00 | -- |
| Disposition | Common Stock | 5,744 | $0.00 | -- |
| Disposition | Common Stock | 7,961 | $0.00 | -- |
| Disposition | Common Stock | 3,544 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, Indirect Owner (Bauhaus 1 LLC))
Footnotes (1)
- Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Apellis Pharmaceuticals, Inc. (the "Issuer"), Biogen Inc. ("Parent") and Parent's direct wholly-owned subsidiary, Aspen Purchaser Sub, Inc. ("Purchaser"), dated as of March 31, 2026, the shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Purchaser prior to the expiration time of the tender offer were exchanged for: (i) $41.00 per share of Common Stock, net to the seller in cash, without interest and subject to reduction for any applicable tax withholding (the "Cash Amount"), plus (ii) one contractual, non-transferable contingent value right per share of Common Stock (each, a "CVR"), which entitles the holder to receive potential payments of up to an aggregate of $4.00 in cash, without interest and subject to reduction for any applicable tax withholding, upon the achievement of certain specified milestones in accordance (continued from footnote 1) with the terms and conditions of a contingent value rights agreement (the "CVR Agreement" and the Cash Amount plus one CVR, together, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of the filing and acceptance of the certificate of merger relating thereto on May 14, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned subsidiary of Parent. In the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was automatically converted into the right to receive the Offer Price from Purchaser, without interest and subject to reduction for any applicable withholding taxes. The shares are held by Bauhaus 1 LLC, which LLC is held by The Irrevocable Agreement of Trust of Alec Machiels (the "Trust"). The reporting person is the managing member of Bauhaus 1 LLC and the trustee of the Trust. Owned by spouse. On September 7, 2021, the reporting person's spouse transferred 150,000 shares of Apellis Pharmaceuticals, Inc. common stock to her trust, of which the reporting person is the trustee. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Converted RSU Award that was subject solely to a time-based vesting schedule (including, for the avoidance of doubt, any Converted RSU Award for which the performance period of any applicable performance metric had already ended) was automatically cancelled and converted into the contingent right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such Converted RSU Award multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award. (continued from footnote 6) Subject to the holder's continued service through the vesting dates applicable to the Converted RSU Award under its terms as in effect immediately prior to the Effective Time, all payments in respect of such Converted RSU Award pursuant to the Merger Agreement will vest and become payable at the same time as the underlying Converted RSU Award would have vested and become settled pursuant to its terms and shall otherwise remain subject to the same terms and conditions (including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time, as extended as provided by the Merger Agreement) as were applicable to the underlying RSU immediately prior to the Effective Time and the terms of the CVR Agreement. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of Common Stock that was vested pursuant to its existing terms or that vested as a result of the transactions contemplated by the Merger Agreement (each, a "Cash-Out Option") and had an exercise price per share that was less than $41.00 (the Cash Amount) was automatically cancelled and converted into the right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such option, multiplied by (y) the excess of the Cash Amount over the exercise price per share of such option and (ii) one CVR for each share of Common Stock underlying such option. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each vested or unvested option with an exercise price per share that was equal to or greater than $45.00 (the Aggregate Amount) was cancelled without consideration and will have no further force or effect.
Key Figures
Cash Amount per share: $41.00 per share
Maximum CVR payment: Up to $4.00 per share
Direct shares tendered: 384,989 shares
+4 more
7 metrics
Cash Amount per share
$41.00 per share
Tendered Apellis common stock consideration in Biogen offer
Maximum CVR payment
Up to $4.00 per share
Potential additional cash via contingent value rights
Direct shares tendered
384,989 shares
Common stock disposition pursuant to tender offer
Bauhaus 1 LLC shares
250,000 shares
Indirectly held Apellis shares tendered in offer
Spouse trust transfer
150,000 shares
Shares moved to spouse’s trust on September 7, 2021
Option strike example
$14.00 exercise price
Cash-Out Option eligible for cash-plus-CVR treatment
High-strike cancellation threshold
$45.00 per share
Options at or above this price cancelled without consideration
Key Terms
contingent value right, tender offer, Merger Agreement, Converted RSU Award, +2 more
6 terms
contingent value right financial
"one contractual, non-transferable contingent value right per share of Common Stock (each, a "CVR"), which entitles the holder to receive potential payments"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
tender offer financial
"shares of common stock ... that were tendered to Purchaser prior to the expiration time of the tender offer were exchanged"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Merger Agreement financial
"Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Apellis Pharmaceuticals, Inc."
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Converted RSU Award financial
"each Converted RSU Award that was subject solely to a time-based vesting schedule ... was automatically cancelled and converted"
Cash-Out Option financial
"each outstanding and unexercised option ... that was vested ... (each, a "Cash-Out Option") and had an exercise price per share that was less than $41.00"
Effective Time financial
"the Merger, effective as of the filing and acceptance of the certificate of merger ... on May 14, 2026 (the "Effective Time")"
FAQ
What insider transaction did Alec Machiels report in Apellis (APLS)?
Alec Machiels reported disposing of Apellis common stock in connection with Biogen’s tender offer and merger. Shares were exchanged for $41.00 per share in cash plus a contingent value right potentially paying up to $4.00 per share if milestones are met.
What happens to Apellis stock options in the Biogen merger?
Vested options with exercise prices below $41.00 are cancelled and converted into cash plus CVRs based on the spread above $41.00. Options with exercise prices at or above $45.00 are cancelled without consideration, ending any further rights under those higher-priced awards.
How is the Apellis and Biogen merger structured according to the filing?
The transaction used a tender offer followed by a merger. After the tender offer closed, Biogen’s subsidiary merged into Apellis, making Apellis a wholly owned Biogen subsidiary. Each remaining Apellis share was converted into the right to receive the same cash-plus-CVR offer price.
What are contingent value rights (CVRs) in the Apellis-Biogen deal?
Each Apellis share receives one contractual, non-transferable contingent value right. These CVRs may pay up to $4.00 in cash per share if certain specified milestones are achieved under the contingent value rights agreement, providing potential additional consideration beyond the $41.00 cash payment.