Alumis (ALMS) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates a differentiated late-stage clinical biopharma focused on transformative therapies for immune-mediated diseases, combining complementary pipelines, expertise, and proprietary data analytics.

• Strategic review determined this merger as the best value-maximizing path for shareholders and patients, leveraging world-class leadership and capital efficiency.

• Strategic opportunities arise from three potential best-in-class molecules: two advanced clinical TYK2 inhibitors and an IGF-1R inhibitor, targeting a broad range of immune-mediated diseases.

• The combined company leverages R&D success to optimize clinical outcomes and diversify catalysts.

Financial terms and conditions

• All-stock transaction: Acelyrin stockholders receive 0.4274 shares of Alumis for each Acelyrin share.

• Pro forma ownership: Alumis stockholders ~55%, Acelyrin stockholders ~45%.

• Pro forma cash position of $737 million as of December 31, 2024, provides runway into 2027.

• Alumis to issue approximately 44.7 million shares to Acelyrin shareholders; Alumis has just under 55 million shares outstanding.

Synergies and expected cost savings

• Early synergies expected from eliminating duplicative public company infrastructure and pooling resources.

• Combined financial strength enables advancement of an expanded pipeline through multiple planned key data readouts.

• Integration of lonigutamab development into a broader portfolio aims to drive long-term value.

• Focus remains on capital efficiency and disciplined operational spending.