AbbVie (ABBV) investor relations material

Deal rationale and strategic fit

• Acquisition adds differentiated, late-stage, and combination antibody assets to strengthen the immunology pipeline, targeting large and growing disease areas such as dermatology, respiratory conditions, and other inflammatory diseases.

• Provides access to a best-in-category atopic dermatitis therapy with strong efficacy and convenient dosing, and enables entry into large, underserved respiratory markets including asthma and COPD.

• Leverages regulatory, clinical, and commercial expertise to maximize value and accelerate development and commercialization.

• Pipeline assets represent new growth sources for the 2030s and beyond, supporting long-term shareholder value.

• Acquisition is expected to create significant shareholder value and benefit patients through innovation.

Financial terms and conditions

• All outstanding shares of Apogee Therapeutics will be acquired for $135.11 per share in an all-cash transaction, valuing the deal at $10.9 billion, with an implied transaction value of $10.1 billion net of cash and securities.

• The deal will be funded with debt, with no anticipated change to the acquirer's credit rating or capital allocation priorities.

• Earnings accretion is expected to begin in 2032, with initial EPS dilution of $0.14 in 2026 and $0.46 in 2027.

• Commitment to a strong dividend, financial flexibility, and maintaining an A2/A- credit rating remains unchanged.

• Transaction unanimously approved by both boards and expected to close in Q3 2026, subject to customary conditions.

Synergies and expected cost savings

• The acquisition leverages regulatory, clinical, and commercial expertise, as well as global infrastructure, to maximize the value of Apogee's pipeline.

• Pipeline assets have mega-blockbuster peak sales potential, supporting substantial value creation.

• Synergies are expected in co-positioning new biologics with existing assets for broader market coverage.

• Combination therapies and improved dosing regimens may enhance patient outcomes and convenience.

• Integration of high-value assets expected to support long-term growth.