AbbVie Completes $10.9 Billion Cash Purchase of Apogee
The immunology-focused drugmaker closed the all-cash deal that folds a late-stage atopic dermatitis antibody and a respiratory pipeline into its franchise.
AbbVie (ABBV) completed its acquisition of Apogee Therapeutics, Inc. (APGE), taking the clinical-stage biotechnology company private in an all-cash transaction valued at approximately $10.9 billion.
The deal, first agreed in June, closed on September 3, 2026, after Apogee shareholders and regulators cleared the terms. AbbVie paid $135.11 a share in cash and funded the merger with a combination of cash on hand and debt. Apogee became an indirect wholly owned subsidiary of AbbVie.
The acquisition deepens AbbVie’s immunology pipeline with assets targeting dermatologic, respiratory and other inflammatory and immunological diseases. Apogee’s lead program, zumilokibart (APG777), is a late-stage, half-life-extended monoclonal antibody targeting IL-13 in development for atopic dermatitis. The pipeline also includes combinations of novel antibodies; APG273, a long-acting combination targeting IL-13 and thymic stromal lymphopoietin, is being developed in asthma. The company said the deal complements AbbVie’s existing immunology portfolio and accelerates its clinical presence in the respiratory space.
“The completion of the Apogee acquisition is an important step in further strengthening AbbVie’s leadership in immunology and advancing our long-term growth strategy,” said Robert A. Michael, chairman and chief executive officer, AbbVie.
At the effective time, each outstanding Apogee share was converted into the right to receive the merger consideration, and holders ceased to have rights as stockholders other than the cash payment. Apogee terminated its 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan. All of the company’s directors resigned, and its executive officers stepped down from their positions; directors of the merger subsidiary took over the board.
On September 1, 2026, Apogee entered into agreements with named executive officers providing that if any merger-related payment is subject to the Section 4999 excise tax, the executive will receive a payment putting them in the same after-tax position as if the tax did not apply. The aggregate amount payable to all service providers under such agreements is limited to $12.5 million.
Apogee notified Nasdaq of the closing and requested that the exchange maintain the halt in trading of its common stock through September 3 and file a Form 25 to delist and deregister the shares. Common stock will be suspended from trading on Nasdaq on September 4, 2026. Following the Form 25, the company intends to file a Form 15 to terminate registration of the common stock and suspend its reporting obligations under the Exchange Act.
The boards of both companies had unanimously approved the transaction when it was announced. AbbVie said the deal is expected to be accretive to adjusted diluted earnings per share beginning in 2032.