Acelyrin had been all set to merge into Alumis—but a surprise offer by Concentra Biosciences has thrown the deal into doubt.
As part of an agreement announced two weeks ago, eye-disease-focused Acelyrin was due to be absorbed into immune-mediated disease specialist Alumis as part of an all-stock merger. The resulting company would continue under the Alumis name, with stockholders of Alumis owning 55% of the company and Acelyrin’s shareholders holding the remaining 45%.
But a curveball from Concentra could change all that. The Tang Capital Partners-owned biotech has offered to buy all outstanding shares of Acelyrin for $3 per share in cash, along with a contingent value right (CVR) for Acelyrin’s current shareholders to receive 80% of the net proceeds from the sale or out-license of any of the biotech's development programs.
The offer is very slightly above Acelyrin's current share price, which closed trading Thursday at $2.17.
Tang Capital Partners already owns 5.3% of Acelyrin’s common stock, the investment company explained in its offer letter (PDF) to Acelyrin’s directors.
“Furthermore, Concentra, which has direct experience consummating transactions of this nature, has the expertise and resources to maximize the value of the CVR for the benefit of Acelyrin shareholders and, to the extent necessary, responsibly wind down any remaining clinical study activities for the benefit of patients,” Tang Capital’s CEO Kevin Tang said in the letter.
Acelyrin didn’t spell out how it would respond to the deal, only stating that its board “is committed to acting in the best interests of all stockholders, consistent with its fiduciary duties, and to its obligations under the merger agreement with Alumis.”
“A further announcement will be made in due course,” Acelyrin added in its Feb. 20 postmarket release.
Alumis, for its part, still seems keen on its original plan. A spokesperson told Fierce that the company “remains committed to its merger with Acelyrin, which presents a compelling value proposition for shareholders of both companies.”
“We remain on track to close the transaction in the second quarter of 2025,” the spokesperson added.
Concentra has a reputation for moving in on troubled biotechs, and it looks like Acelyrin fits the bill. Acelyrin laid off a third of its workforce last summer as it shifted attention from its former lead asset izokibep to lonigutamab, with hopes the latter drug could be a competitor to Amgen's thyroid eye disease blockbuster Tepezza. Then, earlier this month, Affibody claimed Acelyrin had “not been able to fully capitalize” on izokibep’s potential after Acelyrin punted the drug back to its former partner.
Bruce Cozadd, chair of Acelyrin’s board, has previously said that the merger with Alumis “represents the culmination of a thorough strategic review process … to determine the best and most value-maximizing path forward.”
“We are confident that Alumis is the right partner to optimize the development of lonigutamab and together deliver long-term stockholder value,” Cozadd added at the time.
Despite those warm words, Concentra may be hoping to repeat its success in buying Jounce Therapeutics in 2023, when it snatched the biotech out of a planned reverse merger with Redx Pharma.
Elsewhere, Concentra has a mixed record when it comes to acquiring biotechs, having successfully acquired Theseus Pharmaceuticals while having its advances rejected by the likes of Atea Pharmaceuticals, Rain Oncology, LianBio and Kezar Life Sciences.