Announcement • May 21
Alumis Inc. (NasdaqGS:ALMS) completed the acquisition of Acelyrin, Inc. (NasdaqGS:SLRN) from group of shareholders.
Alumis Inc. (NasdaqGS:ALMS) entered into an Agreement and Plan of Merger to acquire Acelyrin, Inc. (NasdaqGS:SLRN) from group of shareholders for approximately $250 million on February 6, 2025. Under the terms of the agreement, ACELYRIN stockholders will receive 0.4274 shares of Alumis common stock for each share of ACELYRIN common stock owned. Upon the close of the transaction, Alumis stockholders will own approximately 55% of the combined company and ACELYRIN stockholders will own approximately 45% of the combined company, on a fully diluted basis. The combined company will operate under the Alumis name with its corporate headquarters remaining in South San Francisco. A termination fee of $10 million will be paid by either party in case of termination of the agreement. Following close, the combined company will be led by the current Alumis executive team and will comprise a deep bench of talented professionals and medical experts that have successfully advanced multiple programs through clinicals trials to commercialization. This will include key members of ACELYRIN’s team who will ensure continuity and optimization of the lonigutamab development plan. The combined company’s Board will expand to nine directors, including two additional directors from ACELYRIN’s Board. The transaction was unanimously recommended and approved by the disinterested directors of each company’s Board.
The transaction is expected to close in the second quarter of 2025, subject to approval by the stockholders of both companies, the effectiveness of a registration statement on Form S-4, The shares of Alumis Common Stock issuable in connection with the Merger shall have been approved for listing on Nasdaq and satisfaction of other customary closing conditions. As of April 21, 2025,Under the terms of the amended agreement, ACELYRIN stockholders will receive 0.4814 shares of Alumis common stock for each share of ACELYRIN common stock owned. With the amended exchange ratio, Alumis stockholders will own approximately 52% of the combined company and ACELYRIN stockholders will own approximately 48% on a fully diluted basis. As of April 23, 2025, shareholders of Acelyrin have approved the transaction. As of May 6, 2025, independent proxy advisory firm ISS recommends Acelyrin stockholders vote “FOR” the proposed transaction with Alum. As of May 13, 2025, the transaction has been approved by the shareholders of Alumis Inc. The merger is expected to close on May 21, 2025.
Morgan Stanley & Co. LLC serving as financial advisor as well as fairness opinion provider to Alumis and will receive a fee of $7 million. Lawyers Jamie Leigh, David Peinsipp, Ben Beerle, Kristin VanderPas and Polina Demina of Cooley LLP is serving as its legal counsels. Guggenheim Securities, LLC is serving as financial advisor to ACELYRIN and will receive a fee of $5.5 million also acted as fairness opinion provider and will receive a fee of $2 million. Ethan Skerry, Ryan Mitteness, Jeremy Delman, Stefano Quintini, Sandra Weustink, Gerald Audant, Elizabeth Gartland, William Skinner, Mark Ostrau, Meredith Mommers, Jennifer Yoo and Melanie Jolson of Fenwick & West LLP is serving as its legal counsels. Paul Hastings LLP is serving as legal advisor of ACELYRIN. Equiniti Trust Company, LLC acted as transfer agent to Alumis. Computershare Trust Company, National Association acted as transfer agent to Acelyrin. MacKenzie Partners, Inc. acted as proxy solicitor to Alumis and will receive a fee of $35000, Sodali & Co acted as proxy solicitor to Acelyrin and will recieve a fee of $30,000.
Alumis Inc. (NasdaqGS:ALMS) completed the acquisition of Acelyrin, Inc. (NasdaqGS:SLRN) from group of shareholders on May 21, 2025.
