AbbVie Completes $10.9 Billion Cash Purchase of Apogee

Companies

• ABBV
• APGE

Article body

AbbVie (ABBV) completed its acquisition of Apogee Therapeutics, Inc. (APGE), taking the clinical-stage biotechnology company private in an all-cash transaction valued at approximately $10.9 billion. [1][2][3]

The deal, first agreed in June, closed on September 3, 2026, after Apogee shareholders and regulators cleared the terms. AbbVie paid $135.11 a share in cash and funded the merger with a combination of cash on hand and debt. [1][2][3] Apogee became an indirect wholly owned subsidiary of AbbVie. [3]

The acquisition deepens AbbVie’s immunology pipeline with assets targeting dermatologic, respiratory and other inflammatory and immunological diseases. [1][2] Apogee’s lead program, zumilokibart (APG777), is a late-stage, half-life-extended monoclonal antibody targeting IL-13 in development for atopic dermatitis. The pipeline also includes combinations of novel antibodies; APG273, a long-acting combination targeting IL-13 and thymic stromal lymphopoietin, is being developed in asthma. [4][5] The company said the deal complements AbbVie’s existing immunology portfolio and accelerates its clinical presence in the respiratory space. [4][5]

“The completion of the Apogee acquisition is an important step in further strengthening AbbVie’s leadership in immunology and advancing our long-term growth strategy,” said Robert A. Michael, chairman and chief executive officer, AbbVie. [1][2]

At the effective time, each outstanding Apogee share was converted into the right to receive the merger consideration, and holders ceased to have rights as stockholders other than the cash payment. [6] Apogee terminated its 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan. [7] All of the company’s directors resigned, and its executive officers stepped down from their positions; directors of the merger subsidiary took over the board. [8]

On September 1, 2026, Apogee entered into agreements with named executive officers providing that if any merger-related payment is subject to the Section 4999 excise tax, the executive will receive a payment putting them in the same after-tax position as if the tax did not apply. The aggregate amount payable to all service providers under such agreements is limited to $12.5 million. [8]

Apogee notified Nasdaq of the closing and requested that the exchange maintain the halt in trading of its common stock through September 3 and file a Form 25 to delist and deregister the shares. Common stock will be suspended from trading on Nasdaq on September 4, 2026. [9] Following the Form 25, the company intends to file a Form 15 to terminate registration of the common stock and suspend its reporting obligations under the Exchange Act. [9]

The boards of both companies had unanimously approved the transaction when it was announced. [4][5] AbbVie said the deal is expected to be accretive to adjusted diluted earnings per share beginning in 2032. [10][11]

Citations

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  2,ABBV,ex_99_1,2026-09-03,0001104659-26-104940,filing
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