ACELYRIN Confirms Receipt of Unsolicited Indication of Interest from Concentra Biosciences

Rhea-AI Summary

ACELYRIN (Nasdaq: SLRN) has received an unsolicited acquisition offer from Concentra Biosciences, controlled by Tang Capital Partners. The offer includes $3.00 per share in cash plus a contingent value right representing 80% of net proceeds from any out-license or disposition of ACELYRIN's development programs or intellectual property.

This offer comes after ACELYRIN's February 6, 2025 announcement of a planned all-stock merger with Alumis Inc. (Nasdaq: ALMS), which is expected to close in Q2 2025, subject to stockholder approvals and customary conditions. The ACELYRIN Board is evaluating the offer while maintaining its commitment to stockholder interests and existing merger agreement obligations.

Positive

• Unsolicited cash offer at $3.00 per share provides immediate liquidity option
• Additional 80% CVR on potential future asset monetization
• Multiple strategic options available through competing offers

Negative

• Potential disruption to existing Alumis merger agreement
• Uncertainty regarding final transaction outcome

Insights

M&A Specialist

The emergence of Concentra Biosciences' unsolicited bid for ACELYRIN creates a compelling M&A dynamic, particularly given ACELYRIN's existing merger agreement with Alumis. The $3.00 per share cash offer represents a 38% premium to ACELYRIN's current trading price of $2.17, with additional upside potential through the contingent value right (CVR) structure.

The bid's structure is particularly noteworthy: while the cash component provides immediate, certain value, the CVR offering 80% of net proceeds from potential out-licensing or asset dispositions represents significant additional value potential, especially considering ACELYRIN's immunology-focused pipeline. This hybrid structure effectively transfers most of the development risk to Concentra while allowing ACELYRIN shareholders to retain substantial upside exposure.

The timing of this competing bid, coming shortly after the February 6th announcement of the Alumis merger, suggests a deliberately opportunistic approach by Concentra and Tang Capital. The all-stock nature of the Alumis merger exposes ACELYRIN shareholders to continued market risk and biotech sector volatility, whereas Concentra's cash offer provides value certainty with additional upside potential through the CVR.

ACELYRIN's board now faces a complex fiduciary decision. While they must honor their obligations under the Alumis merger agreement, they also have a duty to consider superior proposals. Key considerations include: the relative certainty of deal closure, potential synergies, and the comparative long-term value proposition for shareholders. The involvement of Tang Capital, a sophisticated biotech investor, adds credibility to Concentra's bid and suggests careful valuation of ACELYRIN's assets.

This situation could evolve into a competitive bidding process, potentially leading to improved terms from either party. Shareholders should closely monitor developments, particularly any revisions to the Alumis merger terms or clarifications regarding the scope and duration of Concentra's proposed CVR.

LOS ANGELES, Feb. 20, 2025 (GLOBE NEWSWIRE) -- ACELYRIN, INC. (Nasdaq: SLRN), a late-stage clinical biopharma company focused on accelerating the development and delivery of transformative medicines in immunology, today confirmed receipt of an unsolicited indication of interest from Concentra Biosciences, LLC, of which Tang Capital Partners, LP is the controlling shareholder, to acquire all of the outstanding shares of ACELYRIN for $3.00 per share in cash, plus a contingent value right that represents the right to receive 80% of the net proceeds from any out-license or disposition of ACELYRIN’s development programs or intellectual property.

On February 6, 2025, ACELYRIN announced an agreement to merge with Alumis Inc. (Nasdaq: ALMS) in an all-stock transaction. The transaction is expected to close in the second quarter of 2025, subject to approval by the stockholders of both companies and satisfaction of other customary closing conditions.

The ACELYRIN Board of Directors is committed to acting in the best interests of all stockholders, consistent with its fiduciary duties, and to its obligations under the merger agreement with Alumis. A further announcement will be made in due course.

ACELYRIN stockholders do not need to take any action at this time.

Guggenheim Securities, LLC is serving as financial advisor to ACELYRIN and Fenwick & West LLP and Paul Hastings LLP are serving as its legal counsel.

About ACELYRIN
ACELYRIN, INC. (Nasdaq: SLRN) is focused on providing patients life-changing new treatment options by identifying, acquiring, and accelerating the development and commercialization of transformative medicines. ACELYRIN’s lead program, lonigutamab, is a subcutaneously delivered monoclonal antibody targeting IGF-1R being investigated for the treatment of thyroid eye disease.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of federal securities laws, including the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current plans, estimates and expectations of management of ACELYRIN, Inc. (“ACELYRIN”) in light of historical results and trends, current conditions and potential future developments, and are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than statements of historical facts, including express or implied statements regarding the proposed transaction (the “proposed transaction”) with Alumis Inc. (“Alumis”); the expected timing of the closing of the proposed transaction; the ability of ACELYRIN and Alumis to complete the proposed transaction considering the various closing conditions; and any assumptions underlying any of the foregoing, are forward-looking statements.

Risks and uncertainties include, among other things, (i) the risk that the proposed transaction may not be completed in a timely basis or at all, which may adversely affect Alumis’ and ACELYRIN’s businesses and the price of their respective securities; (ii) the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction, including stockholder approvals by both Alumis’ stockholders and ACELYRIN’s stockholders, and the potential failure to satisfy the other conditions to the consummation of the transaction; (iii) the effect of the announcement, pendency or completion of the proposed transaction on each of Alumis’ or ACELYRIN’s ability to attract, motivate, retain and hire key personnel and maintain relationships with partners, suppliers and others with whom Alumis or ACELYRIN does business, or on Alumis’ or ACELYRIN’s operating results and business generally; (iv) that the proposed transaction may divert management’s attention from each of Alumis’ and ACELYRIN’s ongoing business operations; (v) the risk of any legal proceedings related to the proposed transaction or otherwise, or the impact of the proposed transaction thereupon, including resulting expense or delay; (vi) that Alumis or ACELYRIN may be adversely affected by other economic, business and/or competitive factors; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement , including in circumstances which would require Alumis or ACELYRIN to pay a termination fee; (viii) the risk that restrictions during the pendency of the proposed transaction may impact Alumis’ or ACELYRIN’s ability to pursue certain business opportunities or strategic transactions; (ix) the risk that the anticipated benefits and synergies of the proposed transaction may not be fully realized or may take longer to realize than expected; (x) the impact of legislative, regulatory, economic, competitive and technological changes; (xi) risks relating to the value of Alumis securities to be issued in the proposed transaction; (xii) the risk that integration of the proposed transaction post-closing may not occur as anticipated or the combined company may not be able to achieve the growth prospects expected from the transaction; (xiii) the effect of the announcement, pendency or completion of the proposed transaction on the market price of the common stock of each of Alumis and ACELYRIN; (xiv) the implementation of each of Alumis’ and ACELYRIN’s business model and strategic plans for product candidates and pipeline, and challenges inherent in developing, commercializing, manufacturing, launching, marketing and selling potential existing and new products and product candidates; (xv) the scope, progress, results and costs of developing Alumis’ and ACELYRIN’s product candidates and any future product candidates, including conducting preclinical studies and clinical trials, and otherwise related to the research and development of Alumis’ and ACELYRIN’s pipeline; (xvi) the timing and costs involved in obtaining and maintaining regulatory approval for Alumis’ and ACELYRIN’s current or future product candidates, and any related restrictions, limitations and/or warnings in the label of any approved product; (xvii) the market for, adoption (including rate and degree of market acceptance) and pricing and reimbursement of Alumis’ and ACELYRIN’s product candidates, if approved, and their respective abilities to compete with therapies and procedures that are rapidly growing and evolving; (xviii) uncertainties in contractual relationships, including collaborations, partnerships, licensing or other arrangements and the performance of third-party suppliers and manufacturers; (xix) the ability of each of Alumis and ACELYRIN to establish and maintain intellectual property protection for products or avoid or defend claims of infringement; (xx) Alumis’ ability to successfully integrate ACELYRIN’s operations and personnel; and (xxi) potential delays in initiating, enrolling or completing preclinical studies and clinical trials.

These risks, as well as other risks related to the proposed transaction, will be described in the registration statement and the joint proxy statement/prospectus that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here and the list of factors to be presented in the registration statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Alumis’ and ACELYRIN’s respective periodic reports and other filings with the SEC, including the risk factors identified in Alumis’ and ACELYRIN’s most recent Quarterly Reports on Form 10-Q and/or Annual Reports on Form 10-K. The risks and uncertainties described above and in the SEC filings cited above are not exclusive and further information concerning Alumis and ACELYRIN and their respective businesses, including factors that potentially could materially affect their respective businesses, financial conditions or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Readers should also carefully review the risk factors described in other documents Alumis and ACELYRIN file from time to time with the SEC.

The forward-looking statements included in this communication are made only as of the date hereof. ACELYRIN assumes no obligation and does not intend to update these forward-looking statements, even if new information becomes available in the future, except as required by law.

Additional Information and Where to Find It

In connection with the proposed transaction, Alumis intends to file with the SEC the registration statement, which will include the joint proxy statement/prospectus. After the registration statement has been declared effective by the SEC, the joint proxy statement/prospectus will be delivered to stockholders of Alumis and ACELYRIN. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SECURITY HOLDERS OF ALUMIS AND ACELYRIN ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE MERGER THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of the joint proxy statement/prospectus (when available) and other documents filed by Alumis and ACELYRIN with the SEC, without charge, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Alumis will be available free of charge under the SEC Filings heading of the Investor Relations section of Alumis’ website at https://investors.alumis.com/. Copies of the documents filed with the SEC by ACELYRIN will be available free of charge under the Financials & Filings heading of the Investor Relations section of ACELYRIN’s website at https://investors.acelyrin.com/.

Participants in the Solicitation

Alumis and ACELYRIN and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about Alumis’ directors and executive officers is set forth in Alumis’ registration statement on Form S-1/A (File No. 333-280068), which was filed with the SEC on June 24, 2024. Information about ACELYRIN’s directors and executive officers is set forth in the proxy statement for ACELYRIN’s 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 22, 2024, and ACELYRIN’s Current Reports on Form 8-K filed with the SEC on May 28, 2024, August 13, 2024 and December 10, 2024. Stockholders may obtain additional information regarding the interests of such participants by reading the registration statement and the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contacts

Investor Relations and Media
Tyler Marciniak
Vice President of Investor Relations and Corporate Operations
tyler.marciniak@acelyrin.com

FAQ

What is the price per share offered by Concentra Biosciences for SLRN stock?

Concentra Biosciences offered $3.00 per share in cash plus a contingent value right for 80% of net proceeds from any future asset monetization.

When is SLRN's merger with Alumis expected to close?

The merger with Alumis is expected to close in the second quarter of 2025, subject to stockholder approvals and other conditions.

What percentage of future asset proceeds are included in SLRN's CVR from Concentra?

The contingent value right (CVR) includes 80% of net proceeds from any out-license or disposition of ACELYRIN's development programs or intellectual property.

What actions do SLRN shareholders need to take regarding the Concentra offer?

ACELYRIN stockholders do not need to take any action at this time while the board evaluates the offer.