Biogen (BIIB) investor relations material

Deal rationale and strategic fit

• Acquisition targets two best-in-class, FDA-approved commercialized medicines in immunology and rare diseases, expanding the growth portfolio and accelerating entry into nephrology.

• Focus on assets post-phase III or early in launch to minimize risk and drive near- and long-term growth.

• Strategic fit aligns with expansion beyond neuroscience into immunology and rare diseases, leveraging existing and new capabilities and U.S. nephrology infrastructure.

• Acquisition provides a commercial presence in nephrology and transplant centers, supporting future launches like felzartamab.

• Combines commercialization capabilities to maximize product potential and reach more patients.

Financial terms and conditions

• Purchase price is $41 per share, totaling approximately $5.6 billion in cash, with contingent value rights (CVRs) up to $4 per share tied to SYFOVRE sales milestones between 2027 and 2031.

• Financed through $3.6 billion cash on hand, $2 billion from revolving credit and bank loans, with plans to fully de-lever by end of 2027.

• Represents an 86% premium to the 90-day average stock price and a 35% premium to the 52-week high.

• Transaction expected to close in Q2 2026, subject to customary conditions and regulatory approvals.

• Revenue from acquired products projected to grow in the mid- to high teens for at least the next two years, with combined 2025 net sales of $689 million.

Synergies and expected cost savings

• Combined commercial and nephrology infrastructure enables faster and more effective launches, especially for felzartamab.

• Opportunity to leverage both companies’ sales and marketing strengths to improve patient activation and retention.

• Expected to generate a meaningful increase in non-GAAP EPS CAGR through the end of the decade, with accretion starting in 2027.

• Potential for cost discipline and rationalization of operating expenses post-close.