Full Press Release Details
Alumis and ACELYRIN Announce Amended Merger
ACELYRIN stockholders to receive increased ownership
in the combined company through revised exchange ratio; Alumis and ACELYRIN stockholders to now own approximately 52% and 48%, respectively,
of the combined company on a fully diluted basis
Merger maximizes the potential value for ACELYRIN
stockholders and creates a stronger combined company, best-positioned to realize long-term value of multiple late-stage assets
ACELYRIN files investor presentation highlighting
benefits of proposed merger and comprehensive Board process
Special Meeting of Stockholders for both companies
to be held May 13, 2025
SOUTH SAN FRANCISCO, Calif. and LOS ANGELES, Calif. - April 21,
2025 - Alumis Inc. (Nasdaq: ALMS), a clinical-stage biopharmaceutical company developing therapies using a precision approach
to optimize clinical outcomes and significantly improve the lives of patients with immune-mediated diseases, and ACELYRIN, INC. (Nasdaq:
SLRN), a late-stage clinical biopharma company focused on accelerating the development and delivery of transformative medicines in immunology,
today announced an amendment to the existing terms of their previously announced merger agreement.
Under the terms of the amended agreement, ACELYRIN stockholders will
now receive 0.4814 shares of Alumis common stock for each share of ACELYRIN common stock owned, representing a meaningful increase in
the ownership percentage of the combined company over the original definitive merger agreement. 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
Martin Babler, President, Chief Executive Officer and Chairman of Alumis,
said, "In recognition of the current market conditions and evolving investor expectations for a successful combination, we have
revised the terms of our agreement with ACELYRIN, enabling enhanced value creation opportunities for our respective stockholders. This
was carefully considered by our Board of Directors and we continue to firmly believe in the merits of the transaction. This merger provides
Alumis the best opportunity to significantly enhance our financial flexibility and runway to advance an expanded late-stage pipeline with
multiple near-term development milestones and build commercial capabilities to maximize the value of our portfolio for patients and stockholders.
We will continue to work closely with ACELYRIN to successfully complete the transaction and deliver on its significant benefits."
Bruce Cozadd, Chair of the ACELYRIN Board of Directors and member of
the Board Transaction Committee, said, "Since announcing the merger, we have had extensive conversations with our stockholders who
have expressed an understanding of the strategic rationale for this transaction, while also sharing their perspectives on the value provided
to ACELYRIN stockholders. This amended agreement reflects this dialogue with stockholders and meaningfully builds upon the previously
announced agreement, which was the result of a rigorous, objective, and competitive process facilitated by the ACELYRIN Board. Because
of the Board's continued efforts, our stockholders now stand to benefit from a greater interest in Alumis' long-term upside
potential. We continue to believe that this combination is the most value-maximizing path forward for ACELYRIN stockholders and that Alumis
is the right partner to optimize development of lonigutamab."
ACELYRIN also filed today an investor presentation with the U.S. Securities
and Exchange Commission ("SEC") highlighting additional details and benefits of the amended merger agreement, including:
The presentation is available on ACLEYRIN's investor relations
website at https://investors.acelyrin.com/.
The amended merger agreement was unanimously recommended and approved
by the disinterested directors of each company's Board. As previously announced, Stockholders representing approximately 62% of
Alumis voting common stock and approximately 24% of ACELYRIN common stock have entered into voting agreements in support of the transaction.
Alumis and ACELYRIN intend to file supplemental proxy materials with
the Securities and Exchange Commission promptly. The companies continue to expect to close the transaction during the second quarter of
2025, subject to the approval by both companies' stockholders and satisfaction of other customary closing conditions.
As previously disclosed, Alumis and ACELYRIN will hold its respective
Special Meeting of Stockholders on May 13, 2025, and stockholders of record as of the close of business on April 1, 2025, are
entitled to vote at the Special Meetings.
Morgan Stanley & Co. LLC is serving
as financial advisor to Alumis, and Cooley LLP is serving as its legal counsel. Guggenheim Securities, LLC is serving as financial
advisor to ACELYRIN and Fenwick & West LLP and Paul Hastings LLP are serving as legal counsel.
Alumis is a clinical-stage biopharmaceutical
company developing oral therapies using a precision approach to optimize clinical outcomes and significantly improve the lives of patients
with immune-mediated diseases. Leveraging its proprietary precision data analytics platform, Alumis is building a pipeline of molecules
with the potential to address a broad range of immune-mediated diseases as monotherapy or combination therapies. Alumis' most advanced
product candidate, ESK-001, is an oral, highly selective, small molecule, allosteric inhibitor of tyrosine kinase 2 that is currently
being evaluated for the treatment of patients with moderate-to-severe plaque psoriasis and systemic lupus erythematosus. Alumis is also
developing A-005, a CNS-penetrant, allosteric TYK2 inhibitor for the treatment of neuroinflammatory and neurodegenerative diseases. Beyond
TYK2, Alumis' proprietary precision data analytics platform and drug discovery expertise have led to the identification of additional
preclinical programs that exemplify its precision approach. Incubated by Foresite Labs and led by a team of industry veterans experienced
in small-molecule compound drug development for immune-mediated diseases, Alumis is pioneering a precision approach to drug development
to potentially produce the next generation of treatment to address immune dysfunction.
ACELYRIN, INC. (Nasdaq: SLRN) is focused on providing patients
life-changing new treatment options by identifying, acquiring, and accelerating the development and commercialization of transformative
medicines. ACELYRIN's lead program, lonigutamab, is a subcutaneously delivered monoclonal antibody targeting IGF-1R being investigated
for the treatment of thyroid eye disease.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning
of federal securities laws, including the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Such statements are based upon current plans, estimates and expectations of management of Alumis Inc. ("Alumis") and ACELYRIN, Inc.
("ACELYRIN") in light of historical results and trends, current conditions and potential future developments, and are subject
to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking
statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as "anticipate,"
"expect," "project," "intend," "believe," "may," "will," "should,"
"plan," "could," "continue," "target," "contemplate," "estimate,"
"forecast," "guidance," "predict," "possible," "potential," "pursue,"
"likely," and words and terms of similar substance used in connection with any discussion of future plans, actions or events
identify forward-looking statements. All statements, other than statements of historical facts, including express or implied statements
regarding the proposed transaction; the conversion of equity interests contemplated by the agreement and plan of merger, dated as of February 6,
2025, as amended on April 20, 2025, by and among the parties (as amended, the "merger agreement"); the issuance of common
stock of Alumis contemplated by the merger agreement; the expected filing by Alumis with the Securities and Exchanges Commission (the
"SEC") of a registration statement on Form S-4 (the "registration statement") and a joint proxy statement/prospectus
of Alumis and ACELYRIN to be included therein (the "joint proxy statement/prospectus"); the expected timing of the closing
of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions;
the expected benefits of the proposed transaction; the sufficiency of the combined company's capital resources; the combined company's
cash runway, which is preliminary, unaudited and subject to change; the competitive ability and position of the combined company; the
clinical pipeline of the combined company; and any assumptions underlying any of the foregoing, are forward-looking statements.
Risks and uncertainties include, among other things, (i) the risk
that the proposed transaction may not be completed in a timely basis or at all, which may adversely affect Alumis' and ACELYRIN's
businesses and the price of their respective securities; (ii) the potential failure to receive, on a timely basis or otherwise, the
required approvals of the proposed transaction, including stockholder approvals by both Alumis' stockholders and ACELYRIN'S
stockholders, and the potential failure to satisfy the other conditions to the consummation of the transaction; (iii) the effect
of the announcement, pendency or completion of the proposed transaction on each of Alumis' or ACELYRIN's ability to attract,
motivate, retain and hire key personnel and maintain relationships with partners, suppliers and others with whom Alumis or ACELYRIN does
business, or on Alumis' or ACELYRIN's operating results and business generally; (iv) that the proposed transaction may
divert management's attention from each of Alumis' and ACELYRIN's ongoing business operations; (v) the risk of
any legal proceedings related to the proposed transaction or otherwise, or the impact of the proposed transaction thereupon, including
resulting expense or delay; (vi) that Alumis or ACELYRIN may be adversely affected by other economic, business and/or competitive
factors; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement
, including in circumstances which would require Alumis or ACELYRIN to pay a termination fee; (viii) the risk that restrictions during
the pendency of the proposed transaction may impact Alumis' or ACELYRIN's ability to pursue certain business opportunities