SCHEDULE: Apogee Therapeutics Acquired by AbbVie for $135.11/Share

Apogee Therapeutics has been acquired by AbbVie Inc. through a merger, with shareholders receiving $135.11 per share in cash.

Summary

• Apogee Therapeutics, Inc. has been acquired by AbbVie Inc. via a merger that closed on September 3, 2026.
• Shareholders received $135.11 in cash per share for their common stock.
• Stock options and restricted stock units were converted into cash payments based on the merger consideration.
• The company's common stock ceased trading on the Nasdaq Global Market on September 4, 2026, and its registration will be terminated.
• This filing is an amendment to a Schedule 13D, reflecting the change in beneficial ownership following the merger.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, primarily due to the successful completion of a merger at a premium price, indicating a favorable outcome for shareholders and investors.

Positives

• Successful acquisition of Apogee Therapeutics by AbbVie Inc.
• Shareholders received a cash consideration of $135.11 per share, representing a premium.
• All outstanding stock options and restricted stock units were converted into cash, providing value to holders.
• The merger was completed, signifying a positive exit for investors in Apogee Therapeutics.

Negatives

• The company's common stock will no longer be publicly traded.
• Shareholders who did not vote in favor of the merger and demanded appraisal may have a different outcome, though the filing does not specify these details.
• Options with an exercise price at or above the merger consideration were cancelled without value.

Risks

• The filing does not detail specific risks as it primarily concerns the completion of a merger and the subsequent delisting.

Future Outlook

With the completion of the merger, Apogee Therapeutics is now a private entity and its common stock will be delisted. Future outlook is now tied to AbbVie's strategic integration of the acquired assets.

Management Comments

• The filing details the terms of the merger agreement, including the cash consideration for common stock, options, and restricted stock units.
• Management confirms that the reporting persons disposed of their shares and ceased to be beneficial owners of more than five percent of the Issuer's common stock on September 3, 2026.

Industry Context

StockSavvy.ai notes that this acquisition by AbbVie is consistent with broader industry trends of large pharmaceutical companies acquiring innovative biotechnology firms to bolster their pipelines, particularly in areas like oncology and immunology where Apogee Therapeutics likely operated.

Comparison to Industry Standards

• The $135.11 per share acquisition price represents a significant premium, which is common in strategic acquisitions of promising biotech companies by larger pharmaceutical players.
• The structure of the deal, converting equity awards into cash, is a standard practice in such M&A transactions.

Stakeholder Impact

• Shareholders: Received $135.11 per share in cash, realizing a return on their investment.
• Option and RSU Holders: Received cash payments for their vested and unvested awards.
• Employees: Their employment status and roles are now subject to AbbVie's integration plans.
• Creditors: The company's obligations will be assumed by AbbVie or settled as part of the merger.
• Public Market: The delisting removes Apogee Therapeutics from public trading.

Next Steps

• Termination of Apogee Therapeutics' registration under the Securities Exchange Act.
• Integration of Apogee Therapeutics' assets and operations into AbbVie.

Key Dates

Keywords

Merger, Acquisition, AbbVie, Apogee Therapeutics, Schedule 13D, SEC Filing, Cash Consideration, Delisting