SCHEDULE: Apogee Therapeutics Merger Completed at $135.11/Share

Apogee Therapeutics, Inc. has announced the consummation of its merger with Andor LLC, a subsidiary of AbbVie Inc., with shareholders receiving $135.11 per share in cash.

Summary

• This filing is an amendment to a Schedule 13D, reporting the consummation of a merger involving Apogee Therapeutics, Inc. (the "Company").
• The merger was completed on September 3, 2026, between the Company and Andor LLC, a subsidiary of AbbVie Inc.
• As a result of the merger, each share of Common Stock and Non-Voting Common Stock held by the reporting persons was converted into the right to receive $135.11 in cash per share.
• Stock options held by the reporting persons were also cancelled and converted into the right to receive the difference between the merger consideration and the exercise price.
• The reporting persons, Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Peter Evan Harwin, and Tomas Kiselak, no longer beneficially own any securities of the Company as of September 3, 2026.
• Prior to the merger's effective time, the Company's directors, including Mr. Kiselak, resigned from the board.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development, indicating a successful exit for the reporting persons at a premium.

Positives

• Successful consummation of the merger, providing a cash exit for shareholders at $135.11 per share.
• Reporting persons no longer beneficially own any securities, indicating a complete divestment.
• Options held by reporting persons were converted into cash, realizing value for those holdings.

Negatives

• The reporting persons have fully divested their holdings, indicating no further stake in the company's future.

Risks

• The filing does not mention any ongoing risks as the merger has been consummated and the reporting persons have exited their positions.

Future Outlook

As the reporting persons have fully divested their holdings and the merger has been consummated, there is no forward-looking outlook provided by them regarding Apogee Therapeutics, Inc.

Management Comments

• Each share of Common Stock and Non-Voting Common Stock owned by the Reporting Persons immediately prior to the effective time of the Merger was cancelled and converted into the right to receive $135.11 per share in cash, without interest.
• Each stock option owned by the Reporting Persons (whether vested or unvested) immediately prior to the Effective Time was canceled and converted into the right to receive the excess of the Merger Consideration over the exercise price payable per share under such stock option.
• As a result of the Merger, the Reporting Persons no longer beneficially own any securities of the Company.
• Immediately prior to the Effective Time, each of the Company's directors, including Mr. Kiselak, resigned from, and ceased serving on, the Company's board of directors.

Industry Context

StockSavvy.ai notes that this filing marks the successful completion of a significant acquisition in the biotechnology sector, with AbbVie Inc. acquiring Apogee Therapeutics, Inc. at a substantial cash premium. This aligns with industry trends of larger pharmaceutical companies acquiring innovative biotech firms to bolster their pipelines.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $135.11 per share in cash, representing a successful exit.
• Reporting Persons: Fully divested their holdings and realized cash proceeds from their investment and options.
• Employees: Their future employment status is now under AbbVie Inc.'s management.
• Creditors: The company's obligations are now under the umbrella of AbbVie Inc.

Next Steps

• The reporting persons have completed their divestment from Apogee Therapeutics, Inc.
• Apogee Therapeutics, Inc. is now a wholly-owned subsidiary of Andor LLC, which is a subsidiary of AbbVie Inc.

Key Dates

Keywords

Merger, AbbVie, Apogee Therapeutics, Acquisition, Schedule 13D, Shareholder Value, Cash Consideration