Acelyrin’s shareholders have decided to power ahead with a planned merger with immune-mediated disease specialist Alumis, despite the best efforts of an activist investor to derail the deal.
A special meeting of Acelyrin’s shareholders yesterday saw the merger given the green light, with voters seemingly unswayed by the recent efforts of U.K.-based investor Trium Capital. As a result, the two biotechs are set to merge in the coming weeks.
Ahead of the vote, Trium—which built a 5.4% stake in eye-disease-focused Acelyrin earlier this year—went public with its concerns about the deal, arguing that the merger was worse for shareholders than liquidating the biotech.
“We believe all the offers received by [Acelyrin] thus far are inferior to a winding down of the company and returning capital to shareholders,” Trium said in an April 28 letter. “A liquidation of the company provides certainty of value well above the value from any of the offers. We believe there is no reason for shareholders to accept any transaction that provides upfront value less than value that can be expected in a liquidation.”
The offers received by Acelyrin also included Concentra Biosciences’ attempt to buy the biotech for $3 a share. Acelyrin rejected that takeover bid in March.
Trium calculated Acelyrin shareholders would receive between $3.53 and $3.67 per share if it liquidated. The calculation was based on Acelyrin’s cash, which Trium put at $4.45 a share. Trium assumed lonigutamab, Acelyrin’s thyroid eye disease candidate, has no value and that the liquidation would incur substantial costs when forecasting shareholder returns. The investor said Alumis’ merger implied a $2.06 per share valuation.
Acelyrin discussed the merits of liquidating in paperwork it sent to investors ahead of the vote. According to the biotech, “the added time and costs required to wind down ... operations in an orderly fashion” and the need to hold back “a meaningful amount” of cash to cover “known and potential unknown liabilities” meant that liquidating was not reasonably likely to create greater value for shareholders than the merger.
With the final roadblock now cleared, the upcoming merger will see the resulting company continue under the Alumis name at the biotech’s South San Francisco headquarters and be headed up by Alumis’ executive team. Stockholders of Alumis—which went public last year—will own 52% of the company, with Acelyrin’s shareholders comprising the remaining 48%.
With Acelyrin sitting on $448 million in cash and equivalents and Alumis bringing $289 million to the table, Alumis has previously said it expects that post-merger company will have a cash runway into 2027.
The expanded Alumis will be taking its pick from the two companies’ pipelines. This includes continuing with its own ESK-001, an allosteric tyrosine kinase 2 inhibitor in a phase 3 plaque psoriasis trial, as well as the TYK2 inhibitor A-005, which is being lined up for a phase 2 trial in multiple sclerosis later this year.
The company will also take forward Acelyrin’s anti-IGF-1R monoclonal antibody lonigutamab, which is in a phase 2 trial for thyroid eye disease. Acelyrin will “re-evaluate the development program for lonigutamab to confirm its differentiation in a capital-efficient manner,” according to a February release.