Biogen–Apellis (NASDAQ: APLS) deal closes with $41 cash plus CVR per share
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals’ Chief Scientific Officer Pascal Deschatelets reported multiple equity transactions tied to the closing of Biogen’s acquisition of the company. On the completion of Biogen’s tender offer and merger, 1,177,222 common shares were disposed of into the offer.
Each tendered share was exchanged for $41.00 in cash plus one contingent value right (CVR) with potential additional cash payments of up to an aggregate $4.00 per share upon specified milestones. Outstanding RSUs and stock options were cancelled or converted into cash-and-CVR rights based on their vesting terms and exercise prices, while certain underwater options were cancelled without consideration.
Positive
- None.
Negative
- None.
Insights
Form 4 shows Apellis’ sale to Biogen closing with cash-and-CVR payouts.
The filing reflects completion of Biogen’s acquisition of Apellis Pharmaceuticals. Chief Scientific Officer Pascal Deschatelets tendered 1,177,222 common shares, exchanging them for $41.00 in cash per share plus one CVR that can pay up to an additional $4.00.
Equity awards were systematically treated under the merger agreement. RSUs were converted into cash-and-CVR rights that vest on the original schedules, while options were cashed out or cancelled depending on whether their exercise prices were below, between, or above the $41.00 cash amount and $45.00 aggregate threshold.
For investors, this confirms Apellis is now a wholly owned subsidiary of Biogen with existing common equity effectively cashed out and replaced by cash and milestone-linked CVRs. Future value for former shareholders depends on achieving the CVR milestones defined in the contingent value rights agreement.
Insider Trade Summary
22 transactions reported
Mixed
22 txns
Insider
Deschatelets Pascal
Role
Chief Scientific Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 108,622 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 82,500 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 110,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 95,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 50,974 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 56,250 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 45,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 30,845 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 9,805 | $0.00 | -- |
| U | Common Stock | 1,177,222 | $0.00 | -- |
| Grant/Award | Common Stock | 41,250 | $0.00 | -- |
| Disposition | Common Stock | 41,250 | $0.00 | -- |
| Grant/Award | Common Stock | 10,030 | $0.00 | -- |
| Disposition | Common Stock | 10,030 | $0.00 | -- |
| Grant/Award | Common Stock | 12,920 | $0.00 | -- |
| Disposition | Common Stock | 12,920 | $0.00 | -- |
| Grant/Award | Common Stock | 25,840 | $0.00 | -- |
| Disposition | Common Stock | 25,840 | $0.00 | -- |
| Disposition | Common Stock | 4,909 | $0.00 | -- |
| Disposition | Common Stock | 3,372 | $0.00 | -- |
| Disposition | Common Stock | 11,284 | $0.00 | -- |
| Disposition | Common Stock | 25,840 | $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 outstanding RSU that was not a Cash-Out RSU Award (each, a "Converted RSU Award") that was subject to both a time-based and a performance-based vesting schedule (other than RSUs granted in January 2026 and for which performance-based vesting schedule was based on total shareholder return), 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, as determined based on the target level of performance, 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, provided that such payments will no longer be subject to performance-based vesting. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Converted RSU Award that was granted in January 2026 subject to both a time-based and a performance-based vesting schedule, with the performance-based vesting schedule based on performance with respect to total shareholder return ("TSR") relative to the TSR of the group of companies in the Nasdaq Biotechnology Index ("Relative TSR"), 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, as determined based on the actual performance determined by the compensation committee of the Issuer's board of directors as of May 8, 2026 (which is the latest practicable date prior to the Effective Time), (continued from footnote 6) multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award. On May 11, 2026, the compensation committee certified that the Relative TSR as of May 8, 2026 was at the 93.3rd percentile, which resulted in a payout percentage of 200% of target for each such Converted RSU Award, as reported in the table above. 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, (continued from footnote 7) 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, provided that such payments will no longer be subject to performance-based vesting. 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 9) 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 Cash-Out Option that had an exercise price per share that was equal to or greater than the Cash Amount, and less than the sum of (i) $41.00 (the Cash Amount) plus (ii) $4.00 (i.e., the maximum amount payable pursuant to a CVR assuming that the milestones are achieved) (such sum of $45.00, the "Aggregate Amount"), was automatically cancelled and converted into the right to receive one CVR for each share of Common Stock underlying such Cash-Out Option (with any payable milestone payment amounts being reduced by the excess, if any, of the applicable exercise price per share over the Cash Amount). 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
Shares tendered: 1,177,222 shares
Cash Amount per share: $41.00 per share
Maximum CVR payments: up to $4.00 per share
+3 more
6 metrics
Shares tendered
1,177,222 shares
Common stock disposed of pursuant to tender offer
Cash Amount per share
$41.00 per share
Cash consideration for each common share in tender offer
Maximum CVR payments
up to $4.00 per share
Potential additional cash under contingent value rights
Aggregate Amount threshold
$45.00 per share
Sum of $41.00 cash plus $4.00 maximum CVR
Option exercise price example
$66.30 per share
Exercise price for 9,805 cancelled stock options
Low exercise price option block
108,622 options at $4.31
Cancelled and treated under Cash-Out Option rules
Key Terms
contingent value right, Agreement and Plan of Merger, Cash-Out Option, Relative TSR, +2 more
6 terms
contingent value right financial
"one contractual, non-transferable contingent value right per share of Common Stock"
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.
Agreement and Plan of Merger regulatory
"Pursuant to the terms of that certain Agreement and Plan of Merger"
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.
Cash-Out Option financial
"each outstanding and unexercised option ... (each, a "Cash-Out Option")"
Relative TSR financial
"performance-based vesting schedule based on performance with respect to total shareholder return ("TSR") relative ... ("Relative TSR")"
Nasdaq Biotechnology Index market
"Relative TSR as of May 8, 2026 was at the 93.3rd percentile ... Nasdaq Biotechnology Index"
A stock index that tracks the performance of biotechnology companies listed on the NASDAQ stock exchange, combining many firms into a single measure of the sector’s movement. Think of it as a thermometer or basket that shows whether biotech stocks are generally rising or falling; investors use it to gauge sector health, compare individual holdings against the industry, and as the basis for funds that let you invest in the whole group at once.
Aggregate Amount financial
"the sum of (i) $41.00 ... plus (ii) $4.00 ... (such sum of $45.00, the "Aggregate Amount")"
FAQ
What insider activity did Apellis (APLS) report in this Form 4?
The Form 4 reports that Chief Scientific Officer Pascal Deschatelets disposed of 1,177,222 Apellis common shares into Biogen’s tender offer and recorded related cancellations or conversions of RSUs and stock options under the merger agreement’s terms.
How were Apellis (APLS) RSUs treated in the Biogen merger?
Outstanding RSUs were automatically cancelled and converted into rights to receive cash equal to shares multiplied by the $41.00 cash amount plus one CVR per share, with payments generally vesting on the same time schedule as the original RSUs, without further performance-based vesting requirements.
How were Apellis (APLS) stock options handled in the Biogen acquisition?
Vested or newly vested options with exercise prices below $41.00 were cancelled and converted into cash equal to the spread over $41.00 plus one CVR per share. Options with exercise prices between $41.00 and $45.00 received only CVRs, while those at or above $45.00 were cancelled without consideration.
What corporate change does this Form 4 imply for Apellis (APLS)?
The transactions reflect that Biogen completed its tender offer and merger, with Apellis continuing as the surviving corporation and wholly owned subsidiary. Existing Apellis common stock was converted into rights to receive the cash-and-CVR offer price rather than remaining publicly traded equity.