July 14, 2026 | Health Care | North America | Active
On 22-Jun-26, AbbVie agreed to acquire Apogee Therapeutics for $10.9bn to bolster its drug pipeline in inflammatory and immunological (I&I) diseases such as atopic dermatitis and asthma. AbbVie will pay $135.11 per Apogee share, representing a 49.5% one-day premium. Both boards have unanimously approved the transaction, which requires the approval of the two classes of Apogee shareholders, being (i) 50% of the voting common stock (APGE US), and (ii) 50% of non-voting common stock (unlisted). Fairmount Funds Management and Venrock Associates, the two founding venture capital firms, together hold 100% of the non-voting shares, and Apogee co-founder Nimish Shah is a partner at Venrock. The funds have entered into voting agreements covering all unlisted non-voting shares and approximately 3.3% of Apogee’s outstanding voting shares. The companies filed a preliminary merger proxy on 2-Jul-26 and very shortly thereafter, a definitive, on 13-Jul-26, which has scheduled the shareholder meeting for 11-Aug-26. Closing is also conditional on regulatory approvals, including US and international antitrust clearances, and the definitive proxy confirmed that HSR notification was made on 6-Jul-26, implying the 30-day waiting period will expire on 5-Aug-26. Outside the US, the companies have notified the German Federal Cartel Office (FCO) and the Austrian Federal Competition Authority on 7-Jul-26. The statutory review period will expire on 7-Aug-26 (FCO) and on 4-Aug-26 (FCA). Additionally, the companies disclosed that they have initiated a pre-notification review with the ACCC. With regards to potential CMA and EC reviews, the companies will only make requisite filings if these regulators notify AbbVie in writing of their intention to formally investigate the combination. With the FCO and FCA notified, we expect the deal to ...
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