Apogee Therapeutics, Inc. Material Event: Acquisition by AbbVie

Apogee Therapeutics, Inc. (Nasdaq: APGE) has signed a definitive agreement to be acquired by AbbVie Inc. Once the deal closes, Apogee will become a wholly owned subsidiary of AbbVie and will no longer trade as an independent public company.

1. What happened?

Apogee Therapeutics has agreed to be acquired by AbbVie. Under the terms of the deal, Apogee will be integrated into AbbVie’s operations while continuing its focus on its clinical-stage pipeline.

2. Why is this happening?

AbbVie is looking to bolster its immunology portfolio by acquiring Apogee’s clinical-stage assets. The primary focus is on Apogee’s work in atopic dermatitis and other inflammatory conditions, specifically their lead candidates: zumilokibart (APG777), an IL-13 antibody, and APG273.

3. What does this mean for shareholders?

This is an all-cash transaction valued at $135.11 per share.

• Payout: Upon the closing of the merger, each share of Apogee stock you own will be converted into the right to receive $135.11 in cash.
• Equity: Outstanding stock options and restricted stock units (RSUs) will also be cashed out, subject to standard tax withholdings and vesting schedules.

4. How does this change the investment outlook?

Apogee has shifted from a growth-focused biotech stock to a merger arbitrage opportunity.

• The Price: The stock will likely trade at or slightly below the $135.11 offer price. The small gap between the current market price and the offer price (the "spread") represents the market's assessment of the risk that the deal might not close.
• The Risk: The primary risk is no longer clinical trial success, but rather regulatory approval and the successful completion of the merger.

5. What are the next steps?

The deal is subject to standard closing conditions, including:

• Shareholder Vote: Apogee will file a proxy statement with the SEC. Shareholders will then have the opportunity to vote on the merger at a special meeting.
• Regulatory Approval: The deal must clear the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
• Timeline: The companies expect the transaction to close by December 18, 2026, though this could shift depending on regulatory reviews.

6. Key terms to know

• "No-Shop" Rule: Apogee is restricted from soliciting or encouraging other buyout offers.
• Termination Fee: If the deal is canceled under specific circumstances—such as Apogee choosing to accept a superior offer—Apogee is required to pay AbbVie a $381 million breakup fee.
• Action Items: You do not need to take any immediate action. If you hold shares, your brokerage will automatically handle the conversion to cash once the deal officially closes.

Disclaimer: I am an AI, not a financial advisor. This summary is for informational purposes only and should not be taken as professional investment advice. Merger arbitrage involves risks, including the possibility that a deal may be blocked or terminated. Always perform your own due diligence before making any investment decisions.