Biogen to acquire Apellis (NASDAQ: APLS) for $41 per share plus CVR
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals director Gerald Chan reported disposing of his holdings in connection with the company’s sale to Biogen. On May 14, 2026, he disposed of multiple blocks of Apellis common stock, including 25,666 shares classified as a tender-offer disposition, leaving zero shares reported as directly owned.
The filing explains that Apellis agreed to be acquired by Biogen through a tender offer and merger. Each Apellis share tendered before the offer expired was exchanged for $41.00 in cash per share plus one contingent value right, or CVR. Each CVR can pay up to an aggregate of $4.00 in cash if specified milestones are achieved. Vested stock options with exercise prices below $41.00 were cancelled and converted into cash equal to the spread plus one CVR per underlying share, while options with exercise prices at or above $45.00 were cancelled without payment.
Positive
- None.
Negative
- None.
Insights
Form 4 shows director’s exit as Biogen acquires Apellis for cash plus CVRs.
The transactions disclose how Apellis Pharmaceuticals equity is being cashed out in Biogen’s acquisition. Common shares receive $41.00 in cash plus one contingent value right (CVR) per share, with CVRs allowing additional milestone-based payments up to $4.00.
For equity awards, vested options with exercise prices below $41.00 convert into cash equal to the intrinsic value plus one CVR per underlying share, while higher-strike options at or above $45.00 are cancelled without consideration. This structure concentrates value in in-the-money awards and leaves out-of-the-money options worthless.
The filing indicates director Gerald Chan has disposed of his reported common stock and listed options as of May 14, 2026. Subsequent disclosures from the parties may clarify CVR milestone outcomes and any future contingent payments, which depend on the conditions described in the CVR agreement.
Insider Trade Summary
15 transactions reported
Mixed
15 txns
Insider
Chan Gerald
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 | 25,666 | $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 | 3,877 | $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)
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"), (continued from footnote 1) 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 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. (continued from footnote 2) 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. 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 4) 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 offer per share: $41.00 per share
CVR potential payment: up to $4.00 per share
Tendered common shares: 25,666 shares
+4 more
7 metrics
Cash offer per share
$41.00 per share
Cash Amount in Biogen tender offer
CVR potential payment
up to $4.00 per share
Aggregate potential CVR cash payments per share
Tendered common shares
25,666 shares
Common stock disposed as tender-offer disposition
Disposed option block
121,894 shares underlying options
Stock option with $14.00 exercise price cancelled to receive cash and CVRs
High-strike cancelled options
$45.00 exercise price threshold
Options at or above this price cancelled without consideration
Option exercise price example
$59.86 per share
Conversion price for a cancelled stock option block of 5,748 underlying shares
Dispositions reported
15 transactions
Total dispose-direction entries in transaction summary
Key Terms
Agreement and Plan of Merger, contingent value right, tender offer, Converted RSU Award, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Apellis Pharmaceuticals, Inc."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
contingent value right financial
"one contractual, non-transferable contingent value right per share of Common Stock (each, a "CVR")"
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 for"
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.
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"
double-trigger vesting financial
"including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time"
Double-trigger vesting is a rule for employee stock options or restricted shares that requires two events before the employee fully owns them: usually a passage of time (or continued work) and a second event such as the company being sold or the employee being let go after that sale. It matters to investors because it affects how much equity stays with key employees after a merger or acquisition, which can influence management stability, integration risk, and the ultimate value or dilution of shares — like needing two separate keys to open an important lock.
FAQ
What does the Apellis Pharmaceuticals (APLS) Form 4 filed by Gerald Chan report?
The Form 4 reports that director Gerald Chan disposed of his Apellis common shares and related stock options on May 14, 2026. These transactions occurred in connection with Biogen’s acquisition of Apellis through a tender offer and merger that converted equity into cash and contingent value rights.
How were Apellis (APLS) restricted stock units (RSUs) treated in the Biogen merger?
Each time-based converted RSU award was cancelled and replaced with the right to receive cash equal to the number of underlying shares multiplied by the $41.00 cash amount, plus one CVR per share. These replacement rights vest and pay on the same schedule as the original RSUs, subject to prior terms.
What happened to Apellis (APLS) stock options with exercise prices below $41.00?
Each vested option with an exercise price below $41.00 became a “Cash-Out Option.” It was cancelled and converted into cash equal to the number of underlying shares times the difference between $41.00 and the strike price, plus one CVR for every underlying share, less applicable tax withholding.
What happened to Apellis (APLS) stock options with higher exercise prices in the merger?
Options with exercise prices at or above $45.00 were cancelled without consideration and ceased to have any effect. These higher-strike options were treated as out-of-the-money under the merger terms, so holders did not receive cash or CVRs for those awards.