Apogee Therapeutics (APGE) Proxy filing summary

Executive summary

• Entered into a definitive agreement for acquisition by AbbVie at $135.11 per share in cash, valuing the transaction at approximately $10.9 billion, with closing expected in Q3 2026 pending shareholder and regulatory approvals.

• The acquisition aims to leverage AbbVie's global immunology leadership and commercial capabilities to maximize the reach and impact of Apogee's pipeline, especially zumilokibart.

• No immediate changes to operations, clinical programs, or partnerships are planned before closing; Apogee will continue to operate independently until then.

• The deal delivers a 49% premium to Apogee’s share price as of June 18, 2026, and is expected to be accretive to AbbVie’s adjusted diluted EPS beginning in 2032.

Voting matters and shareholder proposals

• Apogee shareholders will be asked to approve the merger at a forthcoming meeting; proxy materials will be filed and mailed to shareholders.

• Shareholders are urged to review proxy statements and related SEC filings for detailed information before voting.

Board of directors and corporate governance

• Directors and executive officers of both companies may be deemed participants in the proxy solicitation; their interests and holdings will be disclosed in proxy materials.

• Information on governance and compensation is available in recent annual meeting proxy statements and SEC filings.