Ademi LLP is investigating Apellis (NASDAQ: APLS) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Biogen.
In the transaction, Apellis stockholders will receive $41 per share plus a contingent value right. Under the contingent value rights structure, Apellis shareholders will receive $2 per share if SYFOVRE achieves $1.5 billion in annual global net sales between 2027 and 2030, and an additional $2 per share if it reaches $2 billion in annual sales during the same period. If these thresholds are not met but SYFOVRE achieves $2 billion in sales in 2031, shareholders would receive $4 per share.
Apellis insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Apellis by imposing a significant penalty if Apellis accepts a competing bid. We are investigating the conduct of the Apellis board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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