BriefIQ Markets · 8-K

AbbVie completed acquisition of Apogee Therapeutics through merger; Apogee became AbbVie subsidiary with directors and executives replaced and stock delisted

SEC filed 03-Sep-2026 BriefIQ published 03-Sep-2026 13:04

Key Facts

The merger was completed on September 3, 2026, with Andor Merger Co. merging into Apogee Therapeutics and Apogee surviving as a wholly owned subsidiary of Andor LLC.
The transaction resulted in a change of control and made Apogee an indirect wholly owned subsidiary of AbbVie.
The transaction had total equity value of approximately $10.9 billion.
AbbVie funded the merger with a combination of cash on hand and debt.
The Merger Agreement was entered into on June 18, 2026.
At the Effective Time, each outstanding share was converted into the right to receive the Merger Consideration, subject to applicable tax withholding.

Michael Henderson, M.D., Mark C. McKenna, Lisa Bollinger, M.D., Jennifer Fox, William (BJ) Jones, Jr., Tomas Kiselak and Nimish Shah voluntarily resigned from Apogee’s board of directors in connection with the merger.
The directors of Merger Sub immediately prior to the Effective Time became the directors of Apogee.
The merger occurred on September 3, 2026.
As of the Effective Time, each of Apogee’s executive officers no longer served in their respective positions at the Company.
The merger occurred on September 3, 2026.
On September 1, 2026, Apogee entered into agreements with each of its named executive officers addressing merger-related Section 4999 excise-tax exposure.
Aggregate payments to all service providers entering into the agreements, including named executive officers, are limited to $12,500,000.

The governing document is identified as the Second Amended and Restated Certificate of Incorporation filed as Exhibit 3.1.
The governing document is identified as the Amended and Restated Bylaws of Apogee Therapeutics, Inc., filed as Exhibit 3.2.
All seven named Company directors voluntarily resigned from the Company’s board of directors effective as of and contingent upon the Effective Time.
The directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
At the Effective Time, each outstanding Share, except as described in the Introductory Note, was converted into the right to receive the Merger Consideration without interest and subject to applicable tax withholding.
At the Effective Time, holders of those Shares ceased to have any rights as Company stockholders other than the right to receive the Merger Consideration.

The Company notified the Nasdaq Global Market on September 3, 2026, of its intent to remove all Company Common Stock from Nasdaq.
The Company requested continuation of a trading halt through September 3, 2026; the halt had become effective after the close of after-hours trading on September 2, 2026.
Company Common Stock will be suspended from trading on Nasdaq on September 4, 2026.
The Company requested that Nasdaq file a Form 25 to delist and deregister the Company Common Stock under Section 12(b) of the Exchange Act.
Following Form 25 effectiveness, the Company intends to file Form 15 to request termination of registration under Section 12(g) and suspension of its Exchange Act reporting obligations under Sections 13 and 15(d).

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