DEFA14A: ACELYRIN and Alumis Merger: Stockholders to Vote on Strategic Combination

ACELYRIN urges stockholders to vote in favor of the proposed merger with Alumis, citing significant potential upside and value creation for the combined company.

Summary

• ACELYRIN is holding a Special Meeting of Stockholders on May 13, 2025, to vote on the proposed merger with Alumis Inc.
• The ACELYRIN Board of Directors recommends stockholders vote FOR the merger, believing it's in the best interest of the company and its stockholders.
• The merger aims to create a leading clinical-stage immunology company with a diversified portfolio.
• ACELYRIN's stock declined 89% from its IPO price after its lead product, Izokibep, failed to meet the primary endpoint in a Phase 2b/3 study.
• The market has valued ACELYRIN at less than cash value despite the potential of Lonigutamab.
• The combined company is expected to benefit from synergies, scale, and a proven leadership team.
• ACELYRIN stockholders are expected to retain approximately 45% ownership of the combined company on a fully diluted basis.
• An independent board committee reviewed multiple alternatives over 7 months, interacting with approximately 25 counterparties, before recommending the Alumis merger.
• The Board considered an offer from Concentra Biosciences but determined the Alumis merger was the most value-maximizing path forward.
• Alumis filed a registration statement on Form S-4 with the SEC, which was declared effective on April 4, 2025.

Sentiment

Score: 6

Explanation: While the document emphasizes the potential benefits of the merger, the context of ACELYRIN's past struggles and the need for a strategic shift tempers the overall sentiment. The focus on future potential and synergies suggests cautious optimism.

Positives

• The merger is expected to be significantly value accretive to ACELYRIN stockholders due to synergies and scale.
• The combined company will have a diversified portfolio of product candidates.
• ACELYRIN stockholders retain significant (~45%) ownership of the combined company.
• The combined company will benefit from a proven leadership team with a track record of operating discipline and capital efficiency.
• The Alumis team has significant experience in optimizing PK/PD and target product profile.
• Members of ACELYRIN's current Lonigutamab team are expected to join Alumis upon transaction close.
• The merger agreement represents the culmination of a thorough, strategic review process by the Board.

Negatives

• ACELYRIN's stock declined 89% from its IPO price due to the failure of Izokibep to meet its primary endpoint in a Phase 2b/3 study.
• The market has valued ACELYRIN at less than cash value.
• Not voting will have the same effect as voting against the strategic merger.

Risks

• The proposed Merger may not be completed in a timely basis or at all.
• There is potential failure to receive the required approvals of the proposed Merger.
• The announcement, pendency or completion of the proposed Merger may affect Alumis or ACELYRIN's ability to attract, motivate, retain and hire key personnel.
• The proposed Merger may divert management's attention from ongoing business operations.
• There is a risk of legal proceedings related to the proposed Merger.
• Alumis or ACELYRIN may be adversely affected by other economic, business and/or competitive factors.
• The anticipated benefits and synergies of the proposed Merger may not be fully realized or may take longer to realize than expected.
• There are risks relating to the value of Alumis securities to be issued in the proposed Merger.
• Integration of the proposed Merger post-closing may not occur as anticipated.

Future Outlook

The combined company anticipates multiple upcoming milestones and expects Phase 3 data for Alumis' lead program in 1Q26.

Management Comments

• The ACELYRIN Board of Directors believes this strategic merger is in the best interests of the Company and its stockholders.
• The Board recommends that you vote FOR the proposal to approve the Alumis merger.
• The merger provides the opportunity to participate in the potential upside from Phase 3 data for Alumis lead program expected in 1Q26 and our combined differentiated pipeline with multiple upcoming milestones expected.
• The Board believes that the planned merger with Alumis represents the most value maximizing path forward for ACELYRIN stockholders.

Industry Context

The merger aims to create a leading clinical-stage immunology company, indicating a strategic move to strengthen its position in the competitive biopharmaceutical landscape.

Comparison to Industry Standards

• The document mentions Horizon Therapeutics' TEPEZZA franchise, overseen by Alumis' Chief Commercial Officer when they were SVP of Commercial Strategy at Amgen/Horizon, suggesting a benchmark for success in the Thyroid Eye Disease (TED) market.
• The document does not provide enough information to make a detailed comparison to industry standards.

Stakeholder Impact

• Stockholders are urged to vote for the merger, which the Board believes will maximize value.
• Employees of ACELYRIN's Lonigutamab team are expected to join Alumis.
• The merger aims to create a stronger company with a diversified pipeline, potentially benefiting patients.

Next Steps

• Stockholders to vote on the proposed merger at the Special Meeting on May 13, 2025.
• Anticipation of Phase 3 data for Alumis' lead program in 1Q26.
• Integration of ACELYRIN's Lonigutamab team into Alumis.

Key Dates

Keywords

merger, ACELYRIN, Alumis, stockholders, immunology, Lonigutamab, strategic merger, proxy statement, vote, clinical-stage