425: ACELYRIN Rejects Concentra Biosciences' Interest, Reaffirms Commitment to Alumis Merger

ACELYRIN, INC. has determined that an unsolicited indication of interest from Concentra Biosciences is not expected to result in a superior proposal to their planned merger with Alumis Inc., and continues to recommend stockholder support for the Alumis transaction.

Summary

• ACELYRIN, INC. has rejected an unsolicited indication of interest from Concentra Biosciences, LLC.
• The company's Board of Directors, after consulting with financial and legal advisors, believes the offer is not reasonably expected to result in a superior proposal to the planned merger with Alumis Inc.
• ACELYRIN's Board is confident that the all-stock transaction with Alumis maximizes long-term value for ACELYRIN stockholders.
• The company continues to recommend that stockholders support the planned merger with Alumis.
• The transaction is expected to close in the second quarter of 2025, pending stockholder approval from both companies and satisfaction of customary closing conditions.
• Guggenheim Securities, LLC is serving as financial advisor to ACELYRIN, and Fenwick & West LLP and Paul Hastings LLP are serving as its legal counsel.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The company is proceeding with its planned merger, which it believes will maximize long-term value. The rejection of the unsolicited offer suggests confidence in the existing strategy.

Positives

• ACELYRIN's board believes the Alumis merger maximizes long-term value for stockholders.
• The merger is expected to close in the second quarter of 2025.

Risks

• The proposed transaction may not be completed in a timely manner or at all, which may adversely affect Alumis and ACELYRIN's businesses and the price of their respective securities.
• There is a potential failure to receive required approvals for the proposed transaction, including stockholder approvals.
• The announcement, pendency, or completion of the proposed transaction may negatively impact Alumis or ACELYRIN's ability to attract, motivate, retain, and hire key personnel and maintain relationships with partners, suppliers, and others.
• The proposed transaction may divert management's attention from ongoing business operations.
• There is a risk of legal proceedings related to the proposed transaction.
• Alumis or ACELYRIN may be adversely affected by other economic, business, and/or competitive factors.
• The occurrence of any event, change, or other circumstance could give rise to the termination of the merger agreement.
• Restrictions during the pendency of the proposed transaction may impact Alumis or ACELYRIN's ability to pursue certain business opportunities or strategic transactions.
• The anticipated benefits and synergies of the proposed transaction may not be fully realized or may take longer to realize than expected.
• Legislative, regulatory, economic, competitive, and technological changes could have an impact.
• There are risks relating to the value of Alumis securities to be issued in the proposed transaction.
• Integration of the proposed transaction post-closing may not occur as anticipated, or the combined company may not be able to achieve the growth prospects expected from the transaction.
• The announcement, pendency, or completion of the proposed transaction may affect the market price of the common stock of each of Alumis and ACELYRIN.
• There are challenges inherent in developing, commercializing, manufacturing, launching, marketing, and selling potential existing and new products and product candidates.
• The scope, progress, results, and costs of developing Alumis and ACELYRIN's product candidates and any future product candidates are subject to risks.
• The timing and costs involved in obtaining and maintaining regulatory approval for Alumis and ACELYRIN's current or future product candidates are uncertain.
• The market for, adoption, pricing, and reimbursement of Alumis and ACELYRIN's product candidates, if approved, are subject to risks.
• Uncertainties exist in contractual relationships, including collaborations, partnerships, licensing, or other arrangements and the performance of third-party suppliers and manufacturers.
• The ability of each of Alumis and ACELYRIN to establish and maintain intellectual property protection for products or avoid or defend claims of infringement is uncertain.
• Alumis' ability to successfully integrate ACELYRIN's operations and personnel is not guaranteed.
• Potential delays in initiating, enrolling, or completing preclinical studies and clinical trials exist.

Future Outlook

The transaction with Alumis is expected to close in the second quarter of 2025, subject to stockholder approval and customary closing conditions.

Management Comments

• The ACELYRIN Board of Directors is confident that the all-stock transaction with Alumis maximizes long-term value for ACELYRIN stockholders and continues to recommend that stockholders support the planned merger.

Industry Context

In the biopharmaceutical industry, mergers and acquisitions are common strategies for companies to expand their pipelines and capabilities; ACELYRIN's decision reflects a strategic choice to proceed with a previously planned merger despite external interest.

Comparison to Industry Standards

• It is difficult to compare this announcement to industry standards as it is a rejection of an offer.
• However, the announcement is similar to other companies that have rejected offers in favour of a previously agreed merger such as happened with Bristol-Myers Squibb's acquisition of Celgene where they rejected a counter offer from Sanofi.

Stakeholder Impact

• ACELYRIN believes the Alumis merger will maximize long-term value for its stockholders.
• The decision could impact Concentra Biosciences' stakeholders, as their offer was rejected.

Next Steps

• ACELYRIN and Alumis will seek stockholder approval for the merger.
• The companies will work to satisfy customary closing conditions.
• Alumis intends to file with the SEC the registration statement, which will include the joint proxy statement/prospectus.

Key Dates