Holocene Advisors Believes Merck’s Proposed Offer of $180 Per Share for Acceleron Significantly Undervalues Company

Rhea-AI Summary

Holocene Advisors, a significant shareholder of Acceleron Pharma (XLRN), announced it will not tender its shares into Merck's (MRK) $180 per share offer. Holocene stated that the offer undervalues Acceleron, based on analysis and its strong pipeline, particularly the drug sotatercept, which shows promise for treating pulmonary arterial hypertension and could generate substantial sales. Holocene expressed concerns that proceeding with the current offer would deprive XLRN shareholders of significant value and highlighted the potential for increased value as more clinical data becomes available.

Positive

• Sotatercept is a promising asset for treating pulmonary arterial hypertension, potentially generating billions in sales.
• Royalties on Reblozyl may provide ongoing cash flow and valuation support.

Negative

• Merck's $180 per share offer significantly undervalues Acceleron based on discounted cash flow analysis.
• If the transaction proceeds, XLRN shareholders may lose substantial value.

Long-term Holder Does Not Intend to Tender Shares into Merck’s Offer

NEW YORK--(BUSINESS WIRE)-- Holocene Advisors, LP (“Holocene”), a fundamental investment management firm and significant shareholder of Acceleron Pharma Inc. (Nasdaq: XLRN) (“Acceleron” or the “Company”), today announced that it does not intend to tender its shares into Merck & Co.’s (NYSE: MRK) proposed $180 per share offer for the Company announced on September 30, 2021.

Holocene stated the following:

“As a large shareholder in Acceleron, we believe the Company’s management team has done an excellent job of creating value for shareholders; however, a transaction now, at this price, is not compelling. While Merck ultimately could be an attractive partner for Acceleron, we believe its $180 per share offer significantly undervalues the Company based on a discounted cash flow analysis and recent comparable transactions, and does not compensate XLRN shareholders adequately, given Acceleron’s strong pipeline and attractive long-term business prospects.

“Acceleron’s lead pipeline asset, sotatercept, has the potential to be a foundational and disease-modifying agent for the treatment of pulmonary arterial hypertension (PAH) and generate billions of dollars in sales. Additionally, royalties on Reblozyl, a potential blockbuster drug to treat anemia in patients with myelodysplastic syndromes (MDS), provide further valuation support as well as a meaningful source of cash flow to fund Acceleron’s expanding novel pipeline. We believe that Acceleron’s value will continue to significantly increase over time as more clinical data is released and the Company’s assets are further derisked.

“While we normally do not comment on such matters, we believe that if this transaction is allowed to proceed on these terms, XLRN shareholders would be deprived of substantial value.”

About Holocene Advisors, LP

Holocene is an investment management firm registered as an investment advisor with the Securities and Exchange Commission (the “SEC”) that operates out of New York City. Holocene pursues a sector-diversified, beta-neutral long/short equity strategy with a focus on alpha generation through deep, fundamental research and financial modeling, conducted by sector-focused investment teams. Holocene manages significant holdings in the Healthcare space, including biopharmaceutical companies.

Additional Information and Cautionary Statement Regarding Forward-Looking Information

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Acceleron or any other securities. This press release contains statements that are “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions. Statements made in this press release are qualified by the cautionary statements made in this press release. Although Holocene believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Holocene, Merck or Acceleron, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Holocene does not intend and does not assume any obligation, to update any of the statements included in this press release. An investment in common stock issued by Acceleron is subject to the risks described in its yearly, quarterly and periodic filings with the SEC, which are or will be available over the Internet at the SEC’s website at http://www.sec.gov.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211013006045/en/

Media Contacts:

Jonathan Gasthalter/Nathaniel Garnick

Gasthalter & Co.

(212) 257-4171

Source: Holocene Advisors, LP

FAQ

What is Holocene Advisors' stance on Merck's offer for Acceleron Pharma (XLRN)?

Holocene Advisors does not intend to tender its shares into Merck's (MRK) $180 per share offer, believing it undervalues Acceleron.

How does Holocene Advisors value Acceleron Pharma compared to Merck's offer?

Holocene believes Merck's offer does not adequately compensate XLRN shareholders, given Acceleron's strong pipeline and future prospects.

What are the key assets that support Acceleron Pharma's valuation?

Acceleron's lead asset, sotatercept, has potential as a foundational treatment for pulmonary arterial hypertension, alongside royalties from Reblozyl.

What risks does Acceleron Pharma face if the deal with Merck goes through?

If the deal is accepted, Holocene warns that XLRN shareholders could be deprived of significant value.