Revised Merger Agreement Increases Ownership for ACELYRIN Stockholders
ACELYRIN stockholders will gain increased ownership through an amended merger agreement with Alumis, enhancing long-term value.
Overview of the Revised Merger Agreement
ACELYRIN and Alumis Inc. recently announced an update to their merger agreement, raising the exchange ratio for ACELYRIN stockholders to 0.4814 shares of Alumis common Stock for each share of ACELYRIN. This adjustment means that, on a fully diluted basis, Alumis stockholders will own around 52% of the combined entity, while ACELYRIN stockholders will command about 48%. This merger is anticipated to create a potent organization that is well-positioned to increase stockholder value through its advanced pipeline of therapeutics aimed at treating immune-mediated diseases. A special stockholder meeting to discuss the merger has been scheduled for May 13, 2025, and has already received backing from major stockholders of both companies. The amended terms were made in response to feedback from ACELYRIN stockholders, aiming to maximize the advantages of the merger and ensure robust financial resources are available to propel the combined pipeline forward through 2027 and beyond.
Benefits of the Revised Agreement
- Increased ownership stake for ACELYRIN stockholders, now roughly 48%, enhances potential for value creation.
- The merger aims to establish a more robust and diversified clinical-stage immunology company, well-positioned to seize multiple near-term development milestones.
- Unanimous approval from the disinterested directors of both companies’ Boards underscores strong governance support for the transaction.
- The revised agreement incorporates stakeholder input, further increasing long-term upside potential for stockholders.
Concerns Regarding the Amendment
- The change in ownership ratios could indicate previous undervaluation or dissatisfaction from ACELYRIN stockholders about the original terms, reflecting possible diminished confidence in the initial merger valuation.
- This necessary revision may raise investor concerns about the merger’s stability and allure, introducing uncertainty about future performance and strategic direction.
- The press release outlines several risks associated with the transaction, such as possible delays in closing, challenges in retaining key personnel, and uncertainties regarding expected benefits and synergies, which could negatively influence investor sentiment.
Frequently Asked Questions
What is the new ownership percentage for ACELYRIN stockholders?
ACELYRIN stockholders will now hold approximately 48% of the combined company on a fully diluted basis.
When is the Special Meeting of Stockholders scheduled?
The Special Meeting of Stockholders for both companies is planned for May 13, 2025.
What are the key benefits of the Alumis and ACELYRIN merger?
The merger aims to create a stronger combined company poised for long-term value while enhancing financial flexibility.
How has the exchange ratio changed in the merger?
ACELYRIN stockholders will receive 0.4814 shares of Alumis common Stock for each share of ACELYRIN they possess.
Where can I find the investor presentation on the merger?
The investor presentation is accessible on ACELYRIN’s investor relations website.
Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.
Recent Insider Trading Activity for $ALMS
In the past six months, insiders of $ALMS have traded the stock in the open market three times, all of which were purchases. There have been no sales.
Here’s a brief overview of recent insider trading for $ALMS Stock:
- ALAN COLOWICK has conducted 2 purchases, acquiring 18,404 shares for an estimated $129,544.
- MARTIN BABLER (President, CEO, and Chairman) purchased 15,650 shares for an estimated $100,732.
To monitor insider transactions, visit Quiver Quantitative’s insider trading dashboard.
Full Release
ACELYRIN stockholders to receive increased ownership in the combined company through revised exchange ratio; Alumis and ACELYRIN stockholders to now own approximately 52% and 48%, respectively, of the combined company on a fully diluted basis
Merger maximizes the potential value for ACELYRIN stockholders and creates a stronger combined company, ideally positioned to realize long-term value from multiple late-stage assets
ACELYRIN files investor presentation highlighting benefits of proposed merger and comprehensive Board process
Special Meeting of Stockholders for both companies to be held May 13, 2025
SOUTH SAN FRANCISCO, Calif. and LOS ANGELES, April 21, 2025 (GLOBE NEWSWIRE) — Alumis Inc. (Nasdaq: ALMS), a clinical-stage biopharmaceutical company focusing on therapies that optimize clinical outcomes for patients with immune-mediated diseases, and ACELYRIN, INC. (Nasdaq: SLRN), dedicated to accelerating the development of transformative medicines in immunology, announced an amendment to their merger agreement today.
According to the amended terms, ACELYRIN stockholders will now exchange 0.4814 shares of Alumis common Stock for every share of ACELYRIN they own, reflecting a notable increase in ownership percentage compared to the original merger agreement. Now, Alumis stockholders will own approximately 52% of the combined company, while ACELYRIN stockholders hold around 48% on a fully diluted basis.
Martin Babler, President, Chief Executive Officer, and Chairman of Alumis stated, “In light of current market conditions and shifting investor expectations, we have updated our agreement with ACELYRIN to enhance value creation opportunities for our stockholders. This assessment was made by our Board of Directors, and we firmly uphold the merits of the transaction. This merger presents Alumis with the optimal opportunity to enhance financial flexibility and advance an expansive late-stage pipeline, thereby maximizing our portfolio’s value for both patients and stockholders. We will collaborate closely with ACELYRIN to ensure the transaction’s successful completion and to realize its significant benefits.”
Bruce Cozadd, Chair of the ACELYRIN Board of Directors, also expressed strong support for the merger, emphasizing the potential for synergistic growth and innovation in the biopharmaceutical sphere.
# ACELYRIN and Alumis Merger Gains Support from Shareholders
Directors and members of the Board Transaction Committee commented, “Since announcing the merger, we have engaged in extensive discussions with our stockholders. They have expressed an understanding of the strategic rationale for this transaction while also sharing their perspectives on the value provided to ACELYRIN stockholders. The amended agreement reflects this dialogue and significantly enhances the previously announced agreement, which resulted from a rigorous, objective, and competitive process led by the ACELYRIN Board. Thanks to the Board’s ongoing efforts, our stockholders now stand to gain from a greater interest in Alumis’ long-term potential. We continue to believe that this combination maximizes value for ACELYRIN stockholders and that Alumis is the appropriate partner to optimize the development of lonigutamab.”
### Merger Agreement Highlights
ACELYRIN has also submitted an investor presentation to the U.S. Securities and Exchange Commission (“SEC”) that details the benefits of the amended merger agreement, including:
- The Alumis merger represents significant potential upside for ACELYRIN stockholders.
- This combination creates a leading clinical-stage immunology company with a diverse portfolio of product candidates.
- ACELYRIN’s Independent Board Committee conducted a thorough process to review multiple options and optimize terms with Alumis.
- Alumis expects a pro forma cash position of approximately $737 million as of December 31, 2024, allowing it to advance the combined company’s pipeline through key data readouts across multiple clinical trials, supporting operations and capital expenses well into 2027.
The full presentation is available on ACELYRIN’s investor relations website at [https://investors.acelyrin.com/](https://investors.acelyrin.com/).
### Additional Details on the Merger
The amended merger agreement has received unanimous support and approval from the disinterested directors of each company’s Board. Stockholders representing about 62% of Alumis’ voting common stock and approximately 24% of ACELYRIN’s common stock have entered voting agreements backing the transaction.
Alumis and ACELYRIN intend to file supplementary proxy materials with the SEC in the near future. Both companies anticipate closing the transaction in the second quarter of 2025, subject to stockholder approval and other customary closing conditions.
As previously announced, Alumis and ACELYRIN plan to hold their Special Meetings of Stockholders on May 13, 2025. Stockholders recorded as of the close of business on April 1, 2025, are eligible to vote at these meetings.
### Advisory Teams
Morgan Stanley & Co. LLC acts as financial advisor to Alumis, with Cooley LLP providing legal counsel. Guggenheim Securities, LLC serves as financial advisor to ACELYRIN, while Fenwick & West LLP and Paul Hastings LLP are their legal counsels.
### Company Background: Alumis & ACELYRIN
Alumis is a clinical-stage biopharmaceutical firm focusing on oral therapies designed to improve outcomes for patients with immune-mediated diseases. Utilizing a precision data analytics platform, Alumis aims to develop a pipeline of molecules targeting a wide array of immune disorders. Their leading product candidate, ESK-001, is currently being studied for treating moderate-to-severe plaque psoriasis and systemic lupus erythematosus. Alumis is also developing A-005, an allosteric TYK2 inhibitor aimed at neuroinflammatory and neurodegenerative diseases.
ACELYRIN, INC. (Nasdaq: SLRN) is committed to providing transformative treatment options by identifying and advancing the development of innovative medicines. Their flagship program, lonigutamab, is a monoclonal antibody targeting IGF-1R, which is under investigation for thyroid eye disease.
### Forward-Looking Statements
This communication includes forward-looking statements under federal securities laws, particularly the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on the current plans, estimates, and expectations of management from both Alumis Inc. and ACELYRIN, taking into account historical results, current conditions, and potential future developments.
It is important to note that the inclusion of forward-looking statements does not guarantee that such plans or expectations will be met. Terms like “anticipate,” “expect,” “project,” “believe,” “may,” and similar phrases signal forward-looking information. All non-historical statements regarding the proposed transaction, equity conversions, expected filings with the SEC, and anticipated benefits are considered forward-looking and carry risks and uncertainties that could cause actual outcomes to differ significantly.
Alumis and ACELYRIN Merger: Evaluating Key Risks and Considerations
Alumis and ACELYRIN are moving forward with a proposed merger, yet several risks could impact the transaction’s success. Notably, these risks include:
Potential Delays and Legal Challenges
First, there is a risk that the merger may not close on schedule, which could negatively impact both companies’ operations and stock prices. Additionally, delays in obtaining necessary approvals from stockholders of both Alumis and ACELYRIN are plausible. Without satisfying these essential conditions, the merger may not be consummated as planned.
Impact on Business Operations
The announcement and ongoing discussions surrounding the merger might affect both companies’ ability to attract and retain key personnel, along with maintaining relationships with partners and suppliers. This distraction could hinder operational efficiency at both firms.
Management Focus and Integration Issues
Moreover, the merger process could divert management’s attention from day-to-day operations, complicating strategic execution. Legal proceedings might also arise, either delaying the transaction or incurring unforeseen costs.
Market and Competitive Dynamics
Alumis and ACELYRIN could face adverse economic and competitive conditions that hamper their business performance. Additionally, uncertainties regarding market acceptance and pricing of their future products pose another risk, particularly as they navigate rapidly evolving therapeutic landscapes.
Regulatory Hurdles and Product Development Risks
Once the merger is finalized, challenges may arise in integrating operations and achieving the anticipated synergies. Companies must also contend with the complexities of regulatory approval for existing and new product candidates, which might come with additional restrictions or limitations.
Investor Guidance
These risks will be detailed further in the registration statement and the joint proxy statement/prospectus filed with the SEC regarding the merger. While the aforementioned factors provide a snapshot, this list is not exhaustive; ongoing assessments of Alumis and ACELYRIN’s situations may reveal additional risks.
Investors should conduct due diligence and consider these factors thoroughly prior to making any decisions related to the merger.
The forward-looking statements in this document reflect current assessments and are valid only as of the date of this communication. Alumis does not intend to update these projections unless legally required.
Additional Information on the Merger
As part of the merger process, Alumis will file a registration statement with the SEC, which includes the joint proxy statement/prospectus. Once declared effective, this document will be distributed to stockholders of both companies. It is crucial for security holders to review this material thoroughly before voting or making investment decisions.
Copies of the joint proxy statement/prospectus and related documents will be available free of charge through both companies’ investor relations websites and the SEC’s website at www.sec.gov.
Participation in the Solicitation
Alumis and ACELYRIN, along with their directors and officers, may be seen as participants in soliciting proxies related to the merger. Detailed information about the directors and officers, including interests related to the transaction, can be found in the registration statement and accompanying documents once available.
Disclaimer on Securities Offering
This communication does not constitute an offer to sell or a solicitation to buy securities, nor does it invite investor approval in any jurisdiction where such actions are illegal without prior registration. Any securities offering will be conducted via a compliant prospectus.
This article was initially published on Quiver News. For the full story, visit their website.
The views and opinions expressed herein are those of the author and do not necessarily reflect those of Nasdaq, Inc.
