"Alumis Inc., a clinical-stage biopharmaceutical company developing therapies using a precision approach to optimize clinical outcomes and significantly improve the lives of patients with immune-mediated diseases, and Acelyrin, Inc., a late-stage clinical biopharma company focused on accelerating the development and delivery of transformative medicines in immunology, announced an amendment to the existing terms of their previously announced merger agreement.
Under the terms of the amended agreement, Acelyrin stockholders will now receive 0.4814 shares of Alumis common stock for each share of Acelyrin common stock owned, representing a meaningful increase in the ownership percentage of the combined company over the original definitive merger agreement. With the amended exchange ratio, Alumis stockholders will own approximately 52% of the combined company and Acelyrin stockholders will own approximately 48% on a fully diluted basis.
Martin Babler, president, chief executive officer and chairman of Alumis, said, “In recognition of the current market conditions and evolving investor expectations for a successful combination, we have revised the terms of our agreement with Acelyrin, enabling enhanced value creation opportunities for our respective stockholders. This was carefully considered by our Board of Directors and we continue to firmly believe in the merits of the transaction. This merger provides Alumis the best opportunity to significantly enhance our financial flexibility and runway to advance an expanded late-stage pipeline with multiple near-term development milestones and build commercial capabilities to maximize the value of our portfolio for patients and stockholders. We will continue to work closely with Acelyrin to successfully complete the transaction and deliver on its significant benefits.”
Bruce Cozadd, chair of the Acelyrin board of directors and member of the Board Transaction Committee, said, “Since announcing the merger, we have had extensive conversations with our stockholders who have expressed an understanding of the strategic rationale for this transaction, while also sharing their perspectives on the value provided to Acelyrin stockholders. This amended agreement reflects this dialogue with stockholders and meaningfully builds upon the previously announced agreement, which was the result of a rigorous, objective, and competitive process facilitated by the Acelyrin Board. Because of the Board’s continued efforts, our stockholders now stand to benefit from a greater interest in Alumis’ long-term upside potential. We continue to believe that this combination is the most value-maximizing path forward for Acelyrin stockholders and that Alumis is the right partner to optimize development of lonigutamab.”
Acelyrin also filed an investor presentation with the US Securities and Exchange Commission (SEC) highlighting additional details and benefits of the amended merger agreement, including:
The Alumis merger provides significant potential upside for Acelyrin stockholders;
The combination creates a leading clinical-stage immunology company with a diversified portfolio of product candidates;
Acelyrin’s Independent Board Committee ran a thorough process to review multiple alternatives and optimize terms from Alumis; and
With a pro forma cash position of approximately $737 million as of December 31, 2024, and continued operating discipline, Alumis expects runway to advance the combined company’s pipeline through multiple planned key data readouts across several clinical trials and to fund operating expenses and capital expenditure requirements into 2027.
The amended merger agreement was unanimously recommended and approved by the disinterested directors of each company’s Board. As previously announced, Stockholders representing approximately 62% of Alumis voting common stock and approximately 24% of Acelyrin common stock have entered into voting agreements in support of the transaction.
Alumis and Acelyrin intend to file supplemental proxy materials with the Securities and Exchange Commission promptly. The companies continue to expect to close the transaction during the second quarter of 2025, subject to the approval by both companies’ stockholders and satisfaction of other customary closing conditions.
As previously disclosed, Alumis and Acelyrin will hold its respective Special Meeting of Stockholders on May 13, 2025, and stockholders of record as of the close of business on April 1, 2025, are entitled to vote at the Special Meetings.
Morgan Stanley & Co. LLC is serving as financial advisor to Alumis, and Cooley LLP is serving as its legal counsel. Guggenheim Securities, LLC is serving as financial advisor to Acelyrin and Fenwick & West LLP and Paul Hastings LLP are serving as legal counsel.
Alumis is a clinical-stage biopharmaceutical company developing oral therapies using a precision approach to optimize clinical outcomes and significantly improve the lives of patients with immune-mediated diseases.
Acelyrin, Inc. is focused on providing patients life-changing new treatment options by identifying, acquiring, and accelerating the development and commercialization of transformative medicines."