Apellis Pharmaceuticals, Inc.

SC 14D9/A 1 d18695dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Apellis Pharmaceuticals, Inc. (Name of Subject Company) Apellis Pharmaceuticals, Inc. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 03753U106 (CUSIP Number of Class of Securities) Cedric Francois, M.D., Ph.D. President and Chief Executive Officer Apellis Pharmaceuticals, Inc. 100 Fifth Avenue Waltham, MA 02451 (617) 977-5700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) With copies to: Stuart M. Falber Hal J. Leibowitz Andrew R. Bonnes Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 (617) 526-6000 Adam O. Emmerich, Esq. Ronald C. Chen, Esq. Victor Goldfeld, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 ☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. This Amendment No. 1 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Apellis Pharmaceuticals, Inc., a Delaware corporation (“Apellis”), with the U.S. Securities and Exchange Commission (the “SEC”) on April 14, 2026 (together with any exhibits and annexes thereto and as amended or supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the Tender Offer Statement on Schedule TO filed with the SEC on April 14, 2026 (together with any amendments and supplements thereto, the “Schedule TO”) by (i) Biogen Inc., a Delaware corporation (“Biogen”), and (ii) Aspen Purchaser Sub, Inc., a Delaware corporation and wholly owned subsidiary of Biogen (“Purchaser”). The Schedule TO relates to the tender offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.0001 per share (“Shares”), of Apellis in exchange for (A) $41.00 per Share, net to the seller in cash, without interest and subject to reduction for any applicable tax withholding, plus (B) one contractual, non-transferable contingent value right per Share representing the right to receive contingent cash payments of up to an aggregate of $4.00 in cash, without interest and subject to reduction for any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and conditions of a contingent value rights agreement to be entered into by and among Biogen, Apellis and a rights agent mutually acceptable to Biogen and Apellis, in each case, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 14, 2026 (together with any amendments and supplements thereto, the “offer to purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time), copies of which were incorporated by reference into the Schedule 14D-9 as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. As described further below, since the filing of the Schedule 14D-9, three complaints have been filed as individual actions by purported stockholders of Apellis in New York and Massachusetts state courts alleging that the Schedule 14D-9 and/or the Schedule TO misrepresent and/or omit certain material information. Certain demand letters have also been sent by other purported stockholders of Apellis making similar allegations. Apellis believes that the allegations and claims asserted in the complaints and demand letters are without merit and that the disclosures in the Schedule 14D-9 comply fully with applicable law. However, solely to avoid the risk of delay to the proposed transactions described in the Schedule 14D-9, to minimize the associated costs, risks and uncertainties and to provide additional information to its stockholders, Apellis is voluntarily supplementing certain disclosures in the Schedule 14D-9 with the information set forth below under the sections titled “Item 4. The Solicitation of Recommendation” and “Item 8. Additional Information” (collectively, the “supplemental disclosures”). The supplemental disclosures should be read in conjunction with the Schedule 14D-9 in its entirety. Nothing in the supplemental disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Apellis specifically denies all allegations in the complaints and demand letters, including that any additional disclosure was or is required or material. Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. For clarity, unless otherwise noted, new text is identified with bold, underlined text and deleted text is identified with crossed-out text . ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS Item 3 of the Schedule 14D-9 is hereby amended and supplemented as follows: 1. The paragraph under the heading “— Future Arrangements ” on page 13 is amended and restated as follows: Any executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to the surviving corporation may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Biogen, any of its affiliates or the surviving corporation. None of Biogen’s proposals or indications of interest in pursuing the transactions included proposals with respect to the terms on which any executive officers of Apellis would be employed by Biogen. As of the date of this Schedule 14D-9, no compensation arrangements between such persons and the surviving corporation and/or its affiliates have been established or discussed. 1 ITEM 4. THE SOLICITATION OR RECOMMENDATION Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows: 2. The third full paragraph on page 20 is amended and restated as follows: On November 1, 2024, Apellis and Biogen entered into a confidentiality agreement containing customary non-disclosure provisions. The confidentiality agreement contained a 12-month standstill provision that would fall away upon Apellis’ entry into any definitive agreement providing for a change-of-control transaction , and it contained a customary don’t-ask-don’t-waive provision during the term of the standstill . The standstill provision also permitted Biogen to submit confidential acquisition proposals to Apellis. 3. The first full paragraph under the heading “— The Projections ” on page 33 is amended and restated as follows: In preparing the projections, the management team of Apellis applied certain assumptions across certain scenarios identified as Scenarios A, B and C (each of Scenario A, Scenario B and Scenario C, a “scenario”) described below that varied by, among other things, the levels of commercial performance of SYFOVRE ® and EMPAVELI ® , including as driven by the estimated size of treated populations and market penetration rates in the United States and internationally , and the potential incremental value contribution of Apellis’ research and development programs in ophthalmology, rare diseases and neurology, including as driven by the probable levels of regulatory and commercial success of such programs . 4. The tables on page 34, including the footnotes underneath the tables, are amended and restated as follows: ($ in millions) 9M ‘26E ‘27E ‘28E ‘29E ‘30E ‘31E ‘32E ‘33E ‘34E ‘35E ‘36E ‘37E ‘38E Scenario A Revenue $740 $908 $1,081 $1,225 $1,3