It’s been a fraught road for the proposed merger between Acelyrin and Alumis, with Tang Capital’s Concentra Biosciences in February threatening to upend the deal with a proposed $3-per-share acquisition of Acelyrin.
In February, two California-based biotechs, Acelyrin and Alumis, announced that they would merge. Now, England-based Trium Capital, a significant Acelyrin shareholder, will vote against the planned merger, the investment firm announced in a letter dated April 28th.
Trium contends that Acelyrin has better strategic options than the merger, which it says undervalues the biotech. “It is unclear to us why Acelyrin should accept a consideration that is so substantially less than its cash value,” the letter reads. Acelyrin’s shareholders “should not have to accept” this discount.
The investment firm also took aim at Acelyrin’s board of directors. “The board attempts to justify the merger by contrasting the merger with Acelyrin’s supposedly meagre standalone prospects” and by arguing that the biotech would continue to trade poorly, Trium said.
“This is a false choice,” the investor continued, noting that the recent buy offer from Tang Capital’s Concentra Biosciences proves that the biotech could be worth much more than the Alumis deal. Concentra in late February came in between the planned merger, offering to scoop up Acelyrin for $3 per share, which would total about $300 million, versus its trade price of $2.17 at the previous day’s market close.
Concentra also tacked on a contingent value right to its offer, which would have given Acelyrin’s shareholders 80% of net proceeds from out-licensing deals or asset sales.
Acelyrin not only rebuffed the offer a few days later—arguing that Concentra’s proposal “is not reasonably expected to result in a superior” deal to the merger—but the biotech also considered Concentra a hostile entity. In mid-March, Acelyrin adopted what is called a poison-pill defense, ensuring that its stockholders would be able to purchase additional shares at a steep discount in the event that any investor tries to stage a takeover.
Concentra’s proposal “is over 50% higher than where Acelyrin traded prior to announcement of the Alumis merger,” Trium noted. “Acelyrin will have levers to deliver value to shareholders in the absence [of] a transaction.”
One such lever, which Trium also says is preferable to the merger, is to wind down Acelyrin’s operations, liquidate its assets and return them to shareholders. Such a move, according to the investor, “provides certainty of value well above the value from any of the offers received thus far.”
Acelyrin and Alumis inked their all-stock merger agreement in February, under which terms Alumis will absorb Acelyrin. The combined entity will be headed by Alumis’ current executive leadership. Acelyrin stockholders will own 45% of the post-merger company. Acelyrin’s stockholder meeting is scheduled on May 13, at which time shareholders will vote on the proposed merger.
According to an SEC filing, the new company would have about $737 million in cash to take it into 2027, beyond several expected data readouts. That includes a current Alumis Phase III trial for plaque psoriasis and a Phase IIb trial in systemic lupus erythematosus.
